EXHIBIT 10.52
EXECUTIVE OFFICER SEVERANCE POLICY
ADOPTED OCTOBER 2003
1.0 PURPOSE
Provide eligible executive officers of the Company continuing financial
security in the event the Company terminates their employment without
"cause." This policy sets forth the terms and conditions regarding the
payment of severance benefits for eligible executive officers.
2.0 APPLICABILITY
This policy applies to (i) Ingram Micro's chief executive officer, (ii)
executive officers of the Company elected by the Company's Board of
Directors who report to either the chief executive officer or the chief
operating officer of the Company, and (iii) such other executive
officers elected by the Company's Board of Directors as the Human
Resources Committee of the Board of Directors may determine from time
to time in their discretion.
3.0 POLICY
3.1 ELIGIBILITY - Eligible executive offers are entitled to the
severance benefits described in this policy if their
employment is terminated by the Company without "cause".
Eligible executive officers shall not be entitled to receive
severance benefits if their employment with the Company is
terminated (i) by the Company for "cause", (ii) due to their
resignation for any reason; (iii) due to their disability;
(iv) due to their retirement; or (v) as a result of their
death.
3.2 BENEFITS - The following severance benefits will be provided
to eligible executive officers meeting the eligibility
criteria for severance set forth above:
3.2.1 The greater of:
3.2.1.1 The sum of: (i) the eligible executive
officer's Base Salary in effect on the
effective date of the termination of
employment with the Company ("Effective
Date"); and (ii) the executive officer's
Target Annual Bonus in effect on the
Effective Date; OR
3.2.1.2 The product of 1/12th times the sum of (i)
the executive officer's Base Salary in
effect on the Effective Date and (ii) the
executive officer's Target Annual Bonus in
effect on the Effective Date, multiplied by
the number of full years' of employment with
the Company.
3.2.1.3 Such amounts shall be payable in cash in
equal installments at such times and in
accordance with the applicable Company
payroll periods over a period of months
equal to the greater of (i) twelve (12); or
(ii) the number of full years' of employment
with the Company ("Continuation Period").
All payments will be subject to applicable
tax and related payroll withholding
requirements.
3.2.2 An amount equal to the executive officer's unpaid
annual bonus established for the bonus plan year in
which the Effective Date occurs, multiplied by a
fraction, the numerator of which is the number of
days completed in the then
EXECUTIVE OFFICER SEVERANCE POLICY
ADOPTED OCTOBER 2003
existing fiscal year through the Effective Date, and
the denominator of which is three hundred sixty-five
(365). This amount will be calculated and paid after
the close of the applicable fiscal year at such time
and in the same manner as annual bonus payments are
made to actively employed executive officers. This
amount will be calculated based on actual performance
achieved during the fiscal year relative to the
performance objectives set forth in the applicable
annual bonus plan.
3.2.3 Continuation of the Company-sponsored health and
welfare benefits of medical insurance, dental
insurance and vision insurance for the eligible
executive officer and enrolled dependents as of the
Effective Date through the "Continuation Period".
These benefits shall be available to the executive
officer at a cost equal to 100% of the Company's
premium rate for such plans as in effect as of the
Effective Date and shall be payable on a pre-tax
basis through payroll withholdings. In the event the
Company's premium costs change for the referenced
welfare benefits during the "Continuation Period",
the executive officer's cost for these benefits shall
change in a corresponding manner.
3.2.4 Participation in a Company paid outplacement program
for up to one year following the Effective Date, up
to a maximum cost to the Company of $20,000. The
selection of the outplacement assistance firm shall
be at the discretion of the Company. The executive
officer may not select a cash payment in lieu of this
benefit.
3.3 EXECUTIVE PHYSICAL EXAMINATION PROGRAM - Participation in the
Company's Executive Physical Examination Program will cease on
the Effective Date.
3.4 RETIREMENT PLANS - Participation in the Company's retirement
plan(s) and deferred compensation plan(s) will cease on the
Effective Date. Payment of accrued benefits and account
balances in these plans will be made in accordance with the
plans' provisions and the executive officer's distribution
election forms on file as of the Effective Date.
3.5 STOCK AWARDS - Any unvested stock options, restricted stock
awards, or other stock-based incentive compensation awards
will be cancelled on the Effective Date. Vested stock options,
restricted stock awards, or other stock-based incentive
compensation awards shall be governed by the terms of the
plan(s) and award agreement(s) for each such award.
EXECUTIVE OFFICER SEVERANCE POLICY
ADOPTED OCTOBER 2003
3.6 LONG-TERM EXECUTIVE CASH INCENTIVE AWARD PROGRAM - The
executive officer's participation in the Company's Long-Term
Executive Cash Incentive Award Program shall cease on the
Effective Date. Payment(s) of earned awards shall be made in
accordance with the terms of the plan(s) and award
agreement(s) for each such award.
3.7 MITIGATION OF BENEFITS - The executive officer will not be
obligated to seek other employment in mitigation of the
amounts payable or arrangements made under this policy.
Obtaining any other employment will in no event affect any of
the Company's obligations to make payments and arrangements
referenced within this policy.
3.8 RELEASE AND COVENANT - The entitlement of the executive
officer to the severance benefits provided in this policy is
contingent upon the executive officer's execution of a release
and covenant agreement satisfactory to the Company which may
include, but is not limited to, confidentiality,
non-competition, non-solicitation, and no-raid provisions for
a period equal to the Continuation Period.
3.9 EFFECT OF EMPLOYMENT CONTRACTS -- If an executive officer has
an employment agreement with the Company in force on the
Effective Date, he or she may elect to receive the severance
benefits and limitations provided for in such agreement or
those provided by the terms of this policy, but not both. Any
such election shall be in writing delivered to the Senior Vice
President, Human Resources of the Company. In the absence of
any such election, the terms of the executive officer's
employment agreement shall control.
3.10 AUTHORITY - The provisions of this policy have been
established by the Human Resources Committee of the Board of
Directors of Ingram Micro Inc. The Committee maintains the
right to modify or terminate this policy at any time, with or
without prior notification.
4.0 RESPONSIBILITIES
5.0 PROCEDURES
6.0 RELATED DOCUMENTS
7.0 DEFINITIONS
For purposes of this policy, the following terms will have the meanings
set forth below:
7.1 COMPANY - Company means Ingram Micro Inc., a Delaware
corporation, and its wholly owned subsidiaries and affiliates.
Company also means Ingram Micro Inc.'s predecessor companies
and their wholly-owned subsidiaries and affiliates.
EXECUTIVE OFFICER SEVERANCE POLICY
ADOPTED OCTOBER 2003
7.2 BASE SALARY - The fixed annual cash compensation that is
generally paid in substantially equal periodic payments over
the course of the 12-month period approximating the calendar
year.
7.3 TARGET ANNUAL BONUS - The executive officer's annual base
salary in effect on the Effective Date multiplied by the
incentive award percentage applicable to such executive
officer's salary grade or position as specified in the
Company's annual Executive Incentive Award Plan in effect for
the fiscal year in which the Effective Date occurs.
7.4 TERMINATION FOR CAUSE - Refers to the occurrence of any one or more of
the following:
(i) A willful and/or deliberate material act or failure to act
(other than as a result of incapacity due to physical or
mental illness), which is committed in bad faith, without
reasonable belief that such action or inaction is in the best
interests of the Company, and which act or inaction is not
remedied within fifteen (15) business days of written notice
from the Company;
(ii) Gross negligence in the performance of duties;
(iii) Conviction for committing an act of fraud, theft,
embezzlement, or any other act constituting a felony involving
moral turpitude.
8.0 REVISION HISTORY
8.1 No prior revisions.
SIGNATURES