EXHIBIT 10.24
[INGRAM MICRO LETTERHEAD]
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 officers 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.
[INGRAM MICRO LETTERHEAD]
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 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 - 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.
[INGRAM MICRO LETTERHEAD]
3.6 LONG-TERM EXECUTIVE CASH INCENTIVE AWARD PROGRAM AND EXECUTIVE
LONG-TERM PERFORMANCE SHARE PROGRAM - The executive officer's
participation in the Company's Long-Term Executive Cash Incentive
Award Program and Executive Long-Term Performance Share Program and
the 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
[INGRAM MICRO LETTERHEAD]
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.
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) Participant fails to observe and fully obey Ingram's rules and
regulations of conduct;
(ii) Participant is convicted by any federal, state or local authority
for an act of dishonesty, or an act constituting a felony;
(iii) Participant's commission of fraud, embezzlement or misappropriation,
whether or not a criminal or civil charge is filed in connection
therewith; or
(iv) any other conduct on the part of Participant that would make
Participant's retention by Ingram prejudicial to Ingram's best
interests.
8.0 REVISION HISTORY
8.1 No prior revisions.
SIGNATURES