EXHIBIT 10.6
INGRAM MICRO
SUPPLEMENTAL INVESTMENT SAVINGS PLAN
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TABLE OF CONTENTS
INTRODUCTION...................................................................1
1.01 ESTABLISHMENT AND NAME OF PLAN.........................................1
1.02 INTENT AND STATUS OF PLAN..............................................1
1.03 PRIOR PLAN BENEFITS....................................................1
DEFINITIONS....................................................................2
ELIGIBILITY AND PARTICIPATION..................................................5
3.01 ELIGIBILITY............................................................5
3.02 PARTICIPATION..........................................................5
3.03 TERMINATION OF PARTICIPATION FOR PURPOSES OF MAKING DEFERRALS..........5
DEFERRED COMPENSATION ACCOUNTS.................................................6
4.01 DEFERRED COMPENSATION ACCOUNT..........................................6
4.02 ELECTIVE DEFERRAL AMOUNTS..............................................6
4.03 MATCHING EMPLOYER AMOUNTS..............................................8
4.04 DEEMED INVESTMENT AMOUNTS CREDITED TO DEFERRED COMPENSATION ACCOUNTS...9
4.05 ALLOCATION OF ACCRUED EARNINGS AND LOSSES OF DEEMED INVESTMENTS........9
DISTRIBUTION OF DEFERRED COMPENSATION BENEFITS................................10
5.01 IN GENERAL............................................................10
5.03 HARDSHIP DISTRIBUTIONS................................................10
5.04 VESTING...............................................................11
5.05 AMOUNT AND METHOD OF DISTRIBUTION OF BENEFITS.........................12
5.06 COMMITTEE DECISION....................................................13
5.07 PAYMENTS AFTER PARTICIPANT'S DEATH....................................14
5.08 DESIGNATION OF BENEFICIARIES..........................................14
5.09 LOANS.................................................................14
FINANCING AND UNFUNDED STATUS.................................................15
6.01 COSTS BORNE BY THE PARTICIPATING COMPANIES............................15
6.02 SOURCE OF BENEFIT PAYMENTS AND MEDIUM OF FINANCING THE PLAN...........15
6.03 UNFUNDED STATUS.......................................................15
FORFEITURE....................................................................16
7.01 FORFEITURES...........................................................16
7.02 CERTAIN FORFEITURE CONDITIONS.........................................16
7.03 TREATMENT OF FORFEITURES..............................................16
ADMINISTRATION................................................................17
8.01 GENERAL ADMINISTRATION................................................17
8.02 COMMITTEE PROCEDURES..................................................17
8.03 FACILITY OF PAYMENT...................................................17
8.04 INDEMNIFICATION OF COMMITTEE MEMBERS..................................17
AMENDMENT AND TERMINATION OF PLAN.............................................19
9.01 AMENDMENT AND TERMINATION.............................................19
GENERAL PROVISIONS............................................................20
10.01 LIMITATION OF RIGHTS..................................................20
10.02 NO ASSIGNMENT OR ALIENATION OF BENEFITS...............................20
10.03 SUCCESSORS............................................................20
10.04 GOVERNING LAW.........................................................21
ARTICLE 1
CHAPTER 1
INTRODUCTION
1.01 ESTABLISHMENT AND NAME OF PLAN
Effective November 6, 1996, Ingram Micro Inc. established an unfunded,
deferred compensation plan primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated
employees of the Participating Companies, entitled the "Ingram Micro Inc.
Supplemental Executive Deferred compensation Plan". Except as otherwise
specifically stated, the plan is hereby, amended, restated and re-named
the Ingram Micro Supplemental Investment Savings Plan generally effective
January 1, 1999.
1.02 INTENT AND STATUS OF PLAN
The Plan is intended to be an unfunded plan maintained by the Corporation
with the Participating Companies primarily for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees (and intended to be within the exemptions therefore
in, without limitation, Sections 201(2), 301(a)(3), 401(a)(1) and
402(1)(b)(6) o ERISA and section 220.104-23 of the Labor Regulations). The
Plan is intended to be "unfunded"" for purposes of both ERISA and the
Code. The Plan is not intended to be qualified as a qualified plan under
Section 401(a) of the Code; rather, the Plan is intended to be a
"nonqualified" plan.
1.03 PRIOR PLAN BENEFITS
Notwithstanding anything in the Plan to the contrary, this plan is
intended to include the Benefits and liabilities that Ingram Micro Inc.
had under the Ingram Industries, Inc. Supplemental Executive Deferred
Compensation Plan (the "Prior Plan"). As a result, any of the remaining
benefits earned by employees of Ingram Micro Inc. under the Prior Plan
prior to the Effective Date shall become benefits under this plan and
shall be provided only by this plan.
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ARTICLE 2
CHAPTER 2
DEFINITIONS
Each following word, term and phrase shall have the following respective
meanings whenever such word, term or phrase is capitalized and used in any
Article of this Plan unless the context clearly indicates otherwise:
2.01 "ASSOCIATE" has the same meaning as such term is defined in the Savings
Plan.
2.02 "BOARD" means the board of Directors of the Corporation.
2.03 "COMMITTEE" means the Committee appointed by the Board to administer the
Plan pursuant to Article 8 hereof. If no such Committee has been
appointed, then the term Committee shall mean the Corporation.
2.04 "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.
2.05 "COMPENSATION" means the same as "Compensation" as defined under the
amended, restated and renamed Ingram Micro 401(k) Investment Savings Plan,
effective January 1, 1999, (as defined in Section 2.13 of the Savings
Plan), but without the Code section 401(a)(17) dollar limit.
2.06 "COMPENSATION DEFERRAL AGREEMENT" means the written agreement to defer
Compensation contemplated by articles 3 and 4 hereof executed by the
Participant and the Participating Company.
2.07 "COMPENSATION DEFERRAL DATE" means the Effective Date in the initial plan
year, and January 1, in each calendar year thereafter. Notwithstanding the
foregoing, the Committee may declare a special Compensation Deferral date
each year, so that a participant may elect prior to such special
Compensation Deferral Date to make a supplemental deferral as described in
Section 4.02(a)(iv) hereof.
2.08 "COMPENSATION DEFERRAL PERIOD" means the period beginning on the Effective
date and ending on December 31 (the calendar year). Notwithstanding the
foregoing, there shall be a special Compensation Deferral Period for
purposes of supplemental deferrals, as described in Section 4.02(a)(iv),
which shall begin on the special Compensation Deferral Date declared by
the Committee and shall end on the following December 31.
2.10 "CORPORATION" means Ingram Micro Inc., a Delaware Corporation and any
business organization or corporation into which Ingram Micro Inc. may
be merged or consolidated or by which it may be succeeded.
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2.11 "DEFERRED COMPENSATION ACCOUNT" means the separate book reserve account
established by the Participating Companies pursuant to Article 4 of this
Plan for each Participant to which shall be credited (added) the
Participant's share of any elective Deferral amounts and Matching Employer
Amounts; and from which any distributions, any hardship withdrawal
distributions, and any Forfeitures shall be subtracted; and which shall be
adjusted for allocation of accrued earnings and losses thereon as descried
in Sections 4.04 or 4.05 hereof and for allocation of any Forfeitures
(which arises pursuant to Section 5.04)) pursuant to Section 7.03 hereof.
All amounts which are credited to such Deferred Compensation Account are
credited solely for computation purposes and are at all times general
assets of the Participating Companies and subject to the claims of the
general creditors of the Participating companies. A Participant's Deferred
Compensation Account shall be utilized solely as a device for the
determination and measurement of the amounts (subject to vesting
provisions in this Plan) to be paid as deferred compensation benefits to
the Participant or his beneficiary pursuant to the Plan. Any Associate or
Participant shall not have at any time any interest in or to such Deferred
Compensation Account or in any deemed investment thereof. A Participant's
Deferred Compensation Account shall not constitute or be treated as a
trust or trust fund of any kind. For purposes of administrative
convenience and for purposes of certain provisions of this Plan, each
Participant's deferred Compensation Account shall be divided into the
following subaccounts or parts:
"PART I" attributable to Elective Deferral Amounts pursuant to
Section 4.02 hereof; and
"PART II" attributable to Matching Employer Amounts pursuant to
Section 4.03 hereof.
Notwithstanding anything in the Plan to the contrary, the Deferred
Compensation Account shall include the amounts allocated under the Prior
Plan pursuant to Section 1.03 hereof.
2.12 "DISABILITY" shall mean the inability to engage in any substantially
gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or to be of
continued and indefinite duration, as determined by the Committee on the
basis of medical evidence by a licensed physician designated by the
Committee.
2.13 "DISTRIBUTION DATE" means either the (a) January 31 in the Plan Year
following the Plan Year in which the participant terminates employment
with the Participating Companies and subsidiaries or (b) such earlier date
as the Committee may, in its sole discretion determine, which immediately
follows the termination of employment of the Participant, as provided in
Section 5.02 of the Plan.
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2.14 "EFFECTIVE DATE" of the amended, restated and renamed Plan means January
1, 1999, except as otherwise specifically stated.
2.15 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
2.16 "FORFEITURE" means the portion of a Participant's Deferred Compensation
Account (or parts thereof) which is forfeited before full vesting occurs
pursuant to Section 5.04(c) or which is forfeited under section 7.02
hereof.
2.17 "PARTICIPANT" means an eligible Associate participating in the Plan
pursuant to the provisions of Article 3 hereof.
2.18 "PARTICIPATING COMPANY" means any "Employer" as defined in the Savings
Plan.
2.19 "PLAN" means this Ingram Micro Supplemental Investment Savings Plan as
established and set forth herein (together with any and all supplements
hereto), and as amended from time to time.
2.20 "PLAN YEAR" means the twelve (12) consecutive month period beginning on
each January 1 and ending on each following December 31 thereafter (the
calendar year).
2.21 "SAVINGS PLAN" means the Ingram Micro Thrift Plan (which was established
effective October 1, 1996, as amended from time to time, and as in effect
on the relevant date to be interpreted hereunder and the amended, restated
and re-named the Ingram Micro 401(k) Investment Savings Plan effective
January 1, 1999. References in this Plan to the Savings Plan (including
references to provisions, articles, and sections of the Savings Plan)
include references to the Savings Plan as it may be amended from time to
time (and references to provisions, articles, and sections of the Savings
Plan include references to corresponding or succeeding provisions in the
Savings Plan as it may be amended from time to time).
2.22 "SUBSIDIARY": shall mean any corporation that is a member of a controlled
group of corporations of which a Participating Company is a member, or any
unincorporated trade or business that is under common control of or with
any Participating Subsidiary as determined under Code section 414(b). For
purposes of this definition, a "controlled group of corporations" shall
mean a controlled group of corporations as defined in Code Section
1563(a)(4) and (e)(3)(C).
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ARTICLE 3
CHAPTER 3
ELIGIBILITY AND PARTICIPATION
3.01 ELIGIBILITY.
Eligibility to participate in the Plan shall be limited to Associates of
the Participating companies who are in a select group of management or
highly compensated Associates and who are designated, from time to time,
by the committee as eligible to participate in the Plan.
3.02 PARTICIPATION.
An Associate eligible to participate in the Plan as provided in Section
3.01 hereof may elect to become a participant in the Plan by electing to
defer Compensation with respect to any Compensation Deferral Period under
Article 4 hereof by completing and delivering to the Committee a duly
executed Compensation Deferral Agreement as provided in Section 4.02.
3.03 TERMINATION OF PARTICIPATION FOR PURPOSES OF MAKING DEFERRALS.
Participation in the Plan for purposes of being able to make Elective
deferral amounts pursuant to section 4.02 hereof under this Plan shall
terminate when a Participant's employment with the Participating companies
as an Associate terminates (even though he may be employed by a Subsidiary
which is not a Participating Company), when such Participant is no longer
designated by the committee as an Associate eligible to participate in the
Plan, or at such time as the Participant delivers to the Committee a
written notice suspending future deferrals.
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ARTICLE 4
CHAPTER 4
DEFERRED COMPENSATION ACCOUNTS
4.01 DEFERRED COMPENSATION ACCOUNT.
On behalf of Participating Companies the Committee shall establish and
maintain for each Participant or former Participant under the Plan (or the
Prior Plan as described in Section 1.03) a book reserve account (the
Deferred Compensation Account as defined in Section 2.10 hereof) for the
purpose of determining deferred compensation payable to the Participant.
Separate subaccounts shall be maintained as provided in Section 2.1
consisting of Part I (attributable to Elective Deferral Amounts pursuant
to Section 4.02 hereof) and Part II (attributable to Matching Employer
Amounts pursuant to Section 4.03 hereof). Such Deferred compensation
Accounts (and subaccounts or parts thereof) shall be governed by the
provisions of this Article 4.
4.02 ELECTIVE DEFERRAL AMOUNTS.
Elective Deferral of Compensation by Participants under the Plan is
governed by the provisions of this Section. Amounts deferred by a
Participant pursuant to this Section shall constitute "Elective Deferral
Amounts" for purposes of this plan.
(a) Compensation Elective Deferrals. The following provisions apply to
elective deferral of Compensation by Participants under the Plan.
(i) Compensation Deferral Elections by Participants. With respect
to a Compensation deferral Period, a Participant may make an
election prior to the Compensation Deferral Date on which such
Compensation deferral Period begins to defer a specified
percentage of the Compensation which would otherwise be
payable by the Participating company to the Participant during
the Compensation Deferral Period beginning on such
Compensation Deferral Date. Any such election shall be made on
a Compensation Deferral Agreement which is duly executed by
the Participant and which is delivered by such Participant to
the Committee before such Compensation Deferral Date and may
not be revoked, changed or modified for and during the
applicable Compensation Deferral Period, except as otherwise
provided in Section 4.02. In addition, a Participant electing
to make Compensation Election Deferrals to this Plan under a
Compensation Deferral Agreement is also electing to defer any
amounts that would have been deferred under the Savings Plan
but were stopped due to the limits imposed under the terms of
the plan.
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(ii) Compensation Deferral Elections by Certain New Participants.
In the case of an Associate who first becomes eligible to
participate in the Plan during Compensation Deferral Period,
such an Associate may make an election no later than thirty
(30) days following the date such employee first becomes
eligible to participate in the Plan to defer a specified
percentage of the Compensation which would otherwise be earned
by such employee and be payable by the participating Employer
after the later of (i) the date the Associate first becomes
eligible to participate in the Plan or (ii) the date such
Compensation Deferral Agreement is received by the committee
and during the remainder of the Compensation Deferral Period.
Any such election shall be made on a Compensation Deferral
Agreement which is duly executed by the associate and which is
delivered by such Associate to the Committee no later than
thirty (30) days following the date the Associate first
becomes eligible to participate in the Plan, and may not be
revoked, changed or modified for and during the applicable
Compensation Deferral Period, and the provisions of Subsection
4.02(a)(iii) shall apply to any such election. If such
Associate does not make any such election, such Associate may
make an election under section 4.02(a) with respect to the
next Compensation Deferral Period (or later Compensation
Deferral Periods) pursuant to the applicable provisions.
(iii) Continuation and Irrevocability of Election. Any election by a
Participant pursuant to Subsection 4.02(a)(ii)(and any
subsequent election) will continue (and may not be modified,
altered, or changed in any way) until the earliest of:
(A) the Compensation Deferral Period commencing after the
date the Participant delivers to the Committee a written
notice to suspend future deferrals of Compensation under
the Plan,
(B) the Compensation Deferral Period commencing after the
date on which the Participant delivers a new
Compensation Deferral Agreement modifying his previous
election to the Committee,
(C) the Participant is no longer designated as eligible to
participate in the Plan,
(D) the Participant terminates employment with the
Participating companies, or
(E) the Plan is amended or terminated such that the Plan no
longer permits deferrals of Compensation. A Participant
must make a new election each year prior to the next
Compensation Deferral Period to continue participating
in the Plan. The failure to make an election prior to
any Compensation Deferral Period shall be deemed an
election not to participate for that period.
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(iv) Limitations on Percentage Amounts. A Participant who elects to
make the maximum elective deferral to the Savings Plan for a
calendar year may elect to make a "basic deferral" of up to
fifteen percent (15%) of the Participant's annual compensation
otherwise payable to him, minus the maximum amount that could
have been contributed by the Participant in the Savings Plan.
In addition, such a participant may also make a "supplemental
deferral election" of the Participant's compensation otherwise
payable to him in an amount not to exceed the amount of
compensation that such participant contributed to the Savings
Plan in the preceding calendar year which is refunded to such
participant in the current calendar year as a result of the
special nondiscrimination testing applicable to the Savings
Plan. This election shall be made at the same time prior to
the Compensation deferral Period as the "basic deferral"
elections.
(b) Withholding and Crediting of Elective Deferral Amounts. The
Participating Company shall withhold the specified percentage
amounts deferred by the Participant hereunder from the Compensation
which is otherwise payable to the Participant. The committee shall
credit amounts equal to such withheld amounts to Part I of the
Participant's Deferred Compensation Account.
4.03 MATCHING EMPLOYER AMOUNTS.
With respect to each Compensation Deferral Period, an amount equal to the
matching percentage of the Participants elective deferral Amounts (not in
excess of 5% of his annual compensation) shall be credited to Part II of
the Participant's Deferred Compensation Account. Provided however that the
amount matched shall not exceed an amount equal to 5% of the Participant's
annual compensation reduced, not below zero (0), by the maximum amount
that could have been contributed by the Participant in the Savings Plan.
If at any time it is determined by the Committee that the Savings Plan
does not pass the applicable nondiscrimination tests, any such excess
employer matching contributions shall be deposited into this Plan, rather
than the Savings Plan, subject to the limits set forth in this Section
4.03. For purposes of calculating the employer matching contribution, the
Participant's annual compensation shall be the definition as set forth in
Section 2.05, excluding the annual bonus. The matching percentage shall be
determined under the following table based on the Participant's "Years of
Matching Service" under the Savings Plan as of the first day of the Plan
Year which includes the related Compensation Deferral Period.
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Savings Plan Matching Percentage
Years of Applied to
Vesting Service Elective Deferral Amounts
--------------- -------------------------
Less than 5 50%
At least 5 but less than 10 75%
10 or more 100%
Such matching amount shall be credited to Part II of the Participant's
Deferred Compensation Account at such time as the Committee in its sole
discretion may determine, but within a reasonable time after the end of
the Plan Year to which such amount relates. Any such amounts shall
constitute "Matching Employer Amounts" for purposes of this plan.
4.04 DEEMED INVESTMENT AMOUNTS CREDITED TO DEFERRED COMPENSATION ACCOUNTS.
Solely as a device to measure amounts of deferred compensation payable
hereunder, the Committee shall establish uniform and nondiscriminatory
rules consistent with this Section for the treatment of amounts credited
to a Participant's Deferred compensation Account as if such amounts were
invested in the investment funds offered under the Savings Plan. No
investment of such amounts is required. Such rules shall be similar to
those under the Savings Plan, but shall be established in the sole
discretion of the committee. Such rules shall permit Participants to
designate deemed investment of amounts credited to a Participant's
deferred compensation Account among such funds and to make transfers among
such funds in a manner similar to those under the Savings Plan.
4.05 ALLOCATION OF ACCRUED EARNINGS AND LOSSES OF DEEMED INVESTMENTS.
Solely as a device to measure amounts of deferred compensation payable to
Participants, former Participants, or beneficiaries hereunder, the
Committee shall establish uniform and nondiscriminatory rules consistent
with this Section to determine accrued income, gains and losses from the
investments of Deferred Compensation Accounts deemed to be made pursuant
to Section 4.04 hereof to be allocated among credit balances of Deferred
compensation Accounts. Any accrued earnings and losses shall be allocated
and credited to a Participant's Deferred Compensation Account on a daily
basis.
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ARTICLE 5
CHAPTER 5
DISTRIBUTION OF DEFERRED COMPENSATION BENEFITS
5.01 IN GENERAL.
The benefits to be paid as deferred compensation are governed by the
provisions of this Article 5. A Participant whose employment with the
Participating Companies or Subsidiaries terminates for any reason shall be
entitled to distribution of benefits pursuant to this Article, subject to
the provisions of Article 7.
5.02 TIME OF DISTRIBUTION.
The Corporation on behalf of the Participating Company or Companies shall
commence distribution of benefits beginning with the Distribution Date
immediately following the Participant's termination of employment with the
Participating Companies and Subsidiaries for any reason (including
retirement at or after age 65, death or Disability). Provided, however
benefits shall be valued and made pursuant to the provisions of Section
5.05 hereof.
5.03 HARDSHIP DISTRIBUTIONS.
Notwithstanding the foregoing, the Committee may, in its sole discretion,
commence distribution of benefits from Part I and Part II of a
Participant's Deferred Compensation Account as defined in Section 2.10, at
any date earlier than that provided in Section 5.02 based on a
determination of an unforeseeable financial emergency. A hardship
distribution under this Section is only permitted after a Participant has
obtained any hardship distribution available under the Savings Plan. A
Participant may withdraw in cash the portion of the balance of his
deferral account needed to satisfy the unforeseeable financial emergency,
to the extent that the unforeseeable financial emergency may not be
relieved:
(a) Through reimbursement or compensation by insurance or otherwise; or
(b) By liquidation of the Participant's assets, to the extent the
liquidation of such assets would not itself cause severe financial
hardship.
An "unforeseeable financial emergency" is a severe financial hardship to
the Participant resulting from:
(i) A sudden and unexpected illness or accident of the participant
or of a dependent of the Participant;
(ii) Loss of the Participant's property due to casualty; or
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(iii) Such other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control
of the Participant as determined by the Committee.
A withdrawal on account of an unforeseeable financial emergency shall be paid as
soon as possible following the date on which the Committee approves the
withdrawal.
5.04 VESTING
In connection with distribution of benefits to a former Participant due to
termination of employment with the participating Companies or Subsidiaries
for any reason pursuant to this Article 5 but subject in all events to the
provisions of Article 7 hereof, the Vested Percentage of the Participant's
Deferred compensation Account (and Parts therein) shall be determined as
of the date the event giving rise to distribution under Section 5.02
hereof as follows:
(a) Death or Disability. If the distribution is due to the death or
Disability of the Participant, then the Vested Percentage of the
Participant in parts I and II of his Deferred compensation account
shall be 100%.
(b) Retirement At or After Age 65. If the distribution is due to the
termination of the Participant by all of the Participating Companies
and Subsidiaries by reason of his retirement at or after attaining
age 64, then the Vested percentage of the participant in Parts I and
II of his Deferred Compensation Account shall be 100%.
(c) Other Termination. If the distribution is due to the termination of
employment of the Participant by all of the participating Companies
and subsidiaries for any reason other than his death, Disability or
retirement at or after age 65, then the Vested Percentage of Part I
of the Participants Deferred Compensation Account shall be 100% and
the Vested Percentage of Part II of the Participant's Deferred
compensation Account shall be the same as his vested percentage
under the Savings Plan in company contributions. The portion of Part
II of a Participants Deferred Compensation Account in which he is
not vested as of the date of the termination of employment giving
rise to distribution under Section 5.02 hereof shall be treated as a
Forfeiture and the nonvested portion of a Participant's balance
deemed invested as described in the Savings Plan, if any, shall be
forfeited as of the Distribution Date. Such Forfeitures shall be
treated as provided in Article 7 hereof.
These vesting provisions are provided merely for purposes of
determining amounts of deferred compensation benefits payable
hereunder.
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5.05 AMOUNT AND METHOD OF DISTRIBUTION OF BENEFITS
A Participant whose employment with the Participating companies or
subsidiaries terminates shall be entitled to the Participant's respective
Vested Percentage (determined under Section 5.04 hereof) portions of the
balances credited to Part I and Part II, respectively, of his Deferred
Compensation Account as of the Distribution Date as determined by the
Committee subject to the distribution method determined by the Committee.
Distribution of such deferred compensation benefits to a former
Participant under this Plan shall be made by the Corporation on behalf of
the Participating Companies as directed by the Committee in its sole
discretion as follows:
(a) Termination of Employment.
(i) In the event a Participant's employment terminates for any
reason, including (without limitation) death, retirement or
disability, then the vested percentage of the Participant's
Deferred Compensation Account shall be paid to the Participant
(and after the Participant's death to his beneficiary).
Payment shall be made in the form of quarterly installments
over a 10-year period commencing in the quarter following the
quarter in which the Participant terminates employment. A
Participant may elect to have distribution made in one of the
optional forms of payment as set forth below:
(A) Quarterly installment payments over a
(1) 15-year period; or
(2) 5-year period
(B) Single lump sum payment within 60 days following
termination of employment or on January 31st of the
following calendar year, as elected by the Participant.
(ii) A Participant may make such distribution election by
completing a form approved by and filed with the Committee
within (30) days of the date the eligible Associate first
becomes a Participant. A Participant may change his form of
distribution under this section provided that he files the
change with the Committee at least one (1) year prior to his
Distribution Date. Once distribution begins, a Participant may
elect another form of distribution, however, such change shall
be subject to a 10% penalty which amount shall be deducted and
forfeited by the Participant.
(iii) Notwithstanding the foregoing, if the Participant's vested
Deferred Compensation Account balance is Twenty-Five Thousand
Dollars
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($25,000) or less, the balance in his account shall be
automatically distributed in the form of a cash lump sum on
the Participant's Distribution Date; or such earlier date as
the Committee may, at its sole discretion, determine which
immediately follows the date of termination.
(iv) If the Participant's vested Deferred Compensation Account
balance is paid in installments, the Participant's account
shall continue to be credited with earnings and losses
pursuant to Section 4.05 and the installment amount shall be
adjusted as well to reflect gains and losses until all amounts
credited to his account under the Plan have been distributed.
(v) Amounts payable pursuant to this Section shall be subject to
the limitation on payout under Section 5.05(d) herein.
(b) Death While Receiving Benefits. If a Participant is in pay status at
the time of death, his or her beneficiary shall be paid any
remaining amount due the Participant in the same form as elected by
the Participant pursuant to Section (a)(i).
(c) The Committee may, in its sole discretion, direct that the
Participating Company accelerate distributions under any option in
effect or pay any amounts in larger or more frequent installments,
as determined by it to be in the best interests of the former
Participant after consultation with the former Participant.
(d) Notwithstanding the foregoing, any hardship distributions which are
made as provided in Section 5.03 above from Part I or Part II of a
Participant's Deferred Compensation Account, as defined in Section
2.10, shall be made in such amounts and for such periods of time as
may be considered necessary by the Committee to meet the conditions
of such financial hardship. However, in no event will amounts in
excess of the remaining value of Part I or Part II of Participant's
Deferred Compensation Account, as defined in Section 2.10 become
payable to the Participant.
5.05 COMMITTEE DECISION.
Any decision to be made by the Committee under this Article 5 with respect
to the distribution of benefits with respect to a Participant or former
Participant under this Plan shall be made by the committee, but such
Participant shall exclude himself therefrom for purposes of those
decisions if such participant is a member of the Committee.
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5.06 PAYMENTS AFTER PARTICIPANT'S DEATH.
If the Participant's employment with the Participating Companies or
Subsidiaries is terminated because of his death, then the deferred
compensation benefits otherwise payable with respect to the Participant
under the Plan shall be paid in a lump sum or installments in a manner
similar to that provided in Section 8.2 of the Savings Plan as determined
by the Committee in its sole discretion. However, the written election
described in Section 8.2 of the Savings Plan for installment payments
shall not be available to a Participant under this Plan, but the Committee
may direct such installment payments in its sole discretion.
If a former Participant dies after the date payment of benefits has
commenced under this Plan, then the beneficiary or beneficiaries
designated by that Participant shall be entitled to payment of any
remaining installments of deferred compensation benefits over the
remaining period; provided, however, that the Committee may direct the
acceleration of payment of benefits hereunder in its sole discretion after
consultation with the beneficiary or beneficiaries.
5.07 DESIGNATION OF BENEFICIARIES.
The Participant may designate in writing (on a form provided by the
Committee and delivered to the Committee before his death) primary and
contingent beneficiaries to receive any deferred compensation benefit
payments which may be payable hereunder following the Participant's death
and the proportions in which such beneficiaries are to receive such
payments. The Participant may change such designation from time to time
and the last written designation delivered to the Committee prior to the
Participant's death will control. If the Participant fails to specifically
designate such a beneficiary, or if not designated beneficiary survives
the Participant, or if all designated beneficiaries who survive the
Participant die before all payments are made, then the remaining payments
shall be made to the Participant's surviving spouse if such spouse is then
living; if such spouse is not living, then to such person or persons as
would be entitled to take the estate of the Participant under the
intestacy laws of the state of which such a Participant was a resident at
the time of his death; and if there are no such persons, then to the
executors or administrators of the estate of the Participant. The
Committee may determine the identity of such persons and shall incur no
responsibility by reason of the payment of such interest in accordance
with any such determination made in good faith.
5.08 LOANS.
Loans to Participants are not permitted from this Plan.
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ARTICLE 6
CHAPTER 6
FINANCING AND UNFUNDED STATUS
6.01 COSTS BORNE BY THE PARTICIPATING COMPANIES.
The costs of the Plan shall be borne by the Participating Companies.
6.02 SOURCE OF BENEFIT PAYMENTS AND MEDIUM OF FINANCING THE PLAN.
All payments under this Plan shall be paid in cash by the Corporation from
the general funds of the Participating Companies and no special or
separate fund shall be established and no other segregation of assets
shall be made to assure the payment of benefits hereunder. Nothing
contained in this Plan, and no action taken pursuant to its provisions,
shall create or be construed to create a trust of any kind, or a fiduciary
relationship, between any Participating Company and any Participant, any
beneficiary or beneficiaries of a Participant, or any other person. To the
extent that any person acquires a right to receive payments from any
Participating Company, such right shall be no greater than the right of an
unsecured creditor of such Participating Company.
6.03 UNFUNDED STATUS.
This Plan is intended to be unfunded for purposes of both ERISA and the
Code.
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ARTICLE 7
CHAPTER 7
FORFEITURES
7.01 FORFEITURES.
Forfeitures may arise pursuant to Section 5.04(C) or Section 7.02 hereof.
7.02 CERTAIN FORFEITURE CONDITIONS.
Notwithstanding anything contained to the contrary (including any
provisions of Article 5 hereof concerning "vesting"), no payment of any
then unpaid installments of deferred compensation in Part II of a
Participant's deferred Compensation Account shall be made and al rights
under this Plan of the Participant, his designated beneficiary or
beneficiaries, executors, administrators, legal representatives, or any
other person, to receive payments thereof from Part II of a Participant's
Deferred Compensation Account shall be forfeited and the entire balance of
Part II of a Participant's Deferred Compensation Account forfeited and
treated as a forfeiture if the Participant shall engage in any activity or
conduct which in the opinion of the Committee is substantially detrimental
to the best interests of the Participating Companies.
7.03 TREATMENT OF FORFEITURES.
Forfeitures which arise pursuant to Section 5.04(c) shall be subtracted
(deleted) from the credit balance of Part II of a Participant's Deferred
Compensation Account. Such Forfeitures from Part II of a Participant's
Deferred Compensation Account deemed to be invested as described in the
Savings Plan shall be used either to offset future Matching Employer
amounts as described in Section 4.03 or to offset the reasonable expenses
of the Plan.
Amounts forfeited due to the operation of Section 7.02 shall be subtracted
(deleted) from the credit balance of Part II of a participant's Deferred
Compensation Account. Such amounts forfeited pursuant to Section 7.02
shall not be treated as Forfeitures pursuant to Section 5.04(C) but
instead shall be treated as deleted from Part II of a Participant's
Deferred Compensation Account and no longer an obligation of any
Participating Company in any way.
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ARTICLE 8
CHAPTER 8
ADMINISTRATION
8.01 GENERAL ADMINISTRATION.
The Board shall appoint a Committee consisting of not less than three (3)
persons to administer the Plan. Any member of the Committee may at any time be
removed, with or without cause, and his successor appointed by the Board, and
any vacancy caused by death, resignation or other reason shall be filled by the
Board. The Committee shall be the plan administrator of the Plan and in general
shall be responsible for the management and administration of the Plan. The
Committee shall have full power to administer the Plan in all of its details
(including establishing claims procedures and other rules), subject to
applicable requirements of law. No member of the Committee who is an employee of
the Participating Companies or Subsidiaries shall receive compensation for his
services to the Plan. The Committee shall have such duties and powers as may be
necessary to discharge its duties under this Plan.
The fiscal records of the Plan shall be maintained on the basis of the Plan
Year.
8.02 COMMITTEE PROCEDURES.
The Committee may act at a meeting or in writing without a meeting. The
Committee may adopt such by-laws and regulations as it deems desirable for the
conduct of its affairs. All decisions shall be made by majority vote. No member
of the Committee who is at any time a participant in this Plan shall vote in a
decision of the Committee (whether in a meeting or by written action) made
specifically and uniquely with respect to such member of the Committee or
amount, payment, timing, form or other aspect of the benefits of such Committee
member under this Plan.
8.03 FACILITY OF PAYMENT.
Whenever, in the Committee's opinion, a person entitled to receive any payment
of a benefit or installment thereof hereunder is under a legal disability or is
incapacitated in any way so as to be unable to manage his financial affairs, the
Committee may direct payments to such person or to his legal representative or
to a relative or friend of such person for his benefit, or the Committee may
direct the payment for the benefit of such person in such manner as the
Committee considers advisable. Any payment of a benefit or installment thereof
in accordance with the provisions of this Section shall be a complete discharge
to the Committee and the Participating Companies of any liability for the making
of such payment under the provisions of the Plan.
8.04 INDEMNIFICATION OF COMMITTEE MEMBERS.
The Participating Companies shall indemnify and hold harmless each member of the
Committee against any and all liability, claims, damages and expense (including
all
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expenses reasonably incurred in his defense in the event that the Participating
Companies fail to provide such defense upon his written request) which the
Committee member may incur while acting in good faith in the administration of
the Plan.
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ARTICLE 9
CHAPTER 9
AMENDMENT AND TERMINATION OF PLAN
9.01 AMENDMENT AND TERMINATION.
The Board may amend or terminate the Plan (without the consent of any
Participant, former Participant or beneficiary) at any time, provided that such
amendment does not decrease or divest any then Participant or former Participant
of the amounts in Part I of this deferred Compensation Account as of the date of
amendment and does not reduce the Vested Percentage of any then Participant or
former Participant in any subaccount (Part) of his Deferred Compensation Account
as of the date of amendment.
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ARTICLE 10
CHAPTER 10
GENERAL PROVISIONS
10.01 LIMITATION OF RIGHTS.
Neither the establishment of this Plan nor any amendment thereof, nor the
payment of any benefits, will be construed as giving to any Associate,
Participant, beneficiary, or other person any legal or equitable right against
the Participating Companies, except as provided herein. Neither the
establishment of this Plan nor any amendment thereof, nor the payment of
benefits, nor any action taken with respect to this Plan shall confer upon any
person the right to be continued in the employment of the Participating
Companies or Subsidiaries.
10.02 NO ASSIGNMENT OR ALIENATION OF BENEFITS.
The rights of a Participant, former Participant, beneficiary or any other person
to payment of benefits under this Plan shall not be assigned, transferred,
anticipated, conveyed, pledged or encumbered except by will or the laws of
descent or distribution; nor shall any such right be in any manner subject to
levy, attachment, execution, garnishment or any other seizure under legal,
equitable or other process for payment of any debts, judgments, alimony, or
separate maintenance, or reached or transferred by operation of law in the event
of bankruptcy, insolvency or otherwise. Provided, however, that a Participant
shall have the right to designate in writing and in accordance with the
provisions of Section 5.08 hereof primary and contingent beneficiaries to
receive benefit payments subsequent to the death of the Participant.
10.03 SUCCESSORS.
The provisions of this Plan shall be binding upon and inure to the benefit of
the Corporation, its successors, and assigns, and each participant and his
heirs, executors, administrators and legal representatives. The term successors
as used herein shall include any corporate or other business entity which shall,
whether by merger, consolidation, purchase or otherwise, acquire all or
substantially all of the assets of the Corporation, and successors of any such
corporation or other business entity.
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10.04 GOVERNING LAW.
Except to the extent Federal law is controlling, the provisions of this Plan
shall be interpreted and construed according to the laws of the State of
California to the extent not preempted by applicable law.
IN WITNESS WHEREOF, the Corporation has caused this Plan to be duly executed for
and on behalf of the Corporation by its duly authorized officers on this the
14th day of July, 1999.
INGRAM MICRO INC.
By: /s/ James E. Anderson, Jr.
------------------------------------
Title: Senior Vice President, Secretary
and General Counsel
ATTEST:
__________________________
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