EXHIBIT 10.10



			       INGRAM MICRO INC.

			     Amended and Restated
			  1996 Equity Incentive Plan


	       SECTION 1.  Purpose.  The purposes of the Amended and Restated
Ingram Micro Inc. 1996 Equity Incentive Plan are to promote the interests of
Ingram Micro Inc. and its stockholders by (i) attracting and retaining
exceptional directors, executive personnel and other key employees of Micro
and its Affiliates, as defined below; (ii) motivating such employees and
directors by means of performance-related incentives to achieve longer-range
performance goals; and (iii) enabling such employees and directors to
participate in the long-term growth and financial success of Micro.

	       SECTION 2.  Definitions.  As used in the Plan, the following
terms shall have the meanings set forth below:

	       "Affiliate" means (i) any entity that is, directly or
indirectly, controlled by Micro and (ii) any other entity in which Micro has a
significant equity interest or which has a significant equity interest in
Micro, in either case as determined by the Committee.

	       "Award" means any Option, Stock Appreciation Right, Restricted
Stock Award, Performance Award or Other Stock-Based Award.

	       "Award Agreement" means any written agreement, contract, or
other instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.

	       "Board" means the Board of Directors of Micro.

	       "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

	       "Committee" means a committee of the Board designated by the
Board to administer the Plan and composed of not less than the minimum number
of persons from time to time required by Rule 16b-3, each of whom, to the
extent necessary to comply with Rule 16b-3 only, is a "Non-Employee Director"
within the meaning of Rule 16b-3.  Until otherwise determined by the Board,
the Compensation Committee designated by the Board shall be the Committee
under the Plan.

	       "Employee" means an employee of Micro or any Affiliate and any
member of the Board.

	       "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

	       "Executive Officer" means, at any time, an individual who is an
executive officer of Micro within the meaning of Exchange Act Rule 3b-7 or who
is an officer of Micro within the meaning of Exchange Act Rule 16a-1(f).

	       "Fair Market Value" means with respect to the Shares, as of any
given date or dates, the reported closing price of a share of such class of
common stock on such exchange or market as is the principal trading market for
such class of common stock.  If such  class of common stock is not traded on
an exchange or principal trading market on such date, the fair market value of
a Share shall be determined by the Committee in good faith taking into account
as appropriate recent sales of the Shares, recent valuations of the Shares,
the lack of liquidity of the Shares, the fact that the Shares may represent a
minority interest and such other factors as the Committee shall in its
discretion deem relevant or appropriate.

	       "Incentive Stock Option" means a right to purchase Shares
from Micro that is granted under Section 6 of the Plan and that is intended
to meet the requirements of Section 422 of the Code or any successor
provision thereto.

	       "Ingram Family" means Martha Ingram, her descendants (including
any adopted persons and their descendants) and their respective spouses.

	       "Micro" means Ingram Micro Inc., together with any successor
thereto.

	       "Non-Qualified Stock Option" means a right to purchase Shares
from Micro that is granted under Section 6 of the Plan and that is not
intended to be an Incentive Stock Option.

	       "Option" means an Incentive Stock Option or a Non-Qualified
Stock Option.

	       "Other Stock-Based Award" means any right granted under Section
10 of the Plan.

	       "Participant" means any Employee selected by the Committee to
receive an Award under the Plan (and to the extent applicable, any heirs or
legal representatives thereof).

	       "Performance Award" means any right granted under Section 9 of
the Plan.

	       "Person" means any individual, corporation, limited liability
company, partnership, association, joint-stock company, trust, unincorporated
organization, government or political subdivision thereof or other entity.

	       "Plan" means this Ingram Micro Inc. 1996 Equity Incentive Plan.

	       "Purchase Agreement" means an agreement substantially in the
form attached hereto as Exhibit A to be executed by Micro and a Participant as
a condition to the exercise, prior to a Public Offering, by such Participant
of any Option granted hereunder.

	       "Restricted Stock" means any Share granted under Section 8 of
the Plan.

	       "Restricted Stock Unit" means any unit granted under Section 8
of the Plan.

	       "Rule 16b-3" means Rule 16b-3 as promulgated and interpreted by
the SEC under the Exchange Act, or any successor rule or regulation thereto as
in effect from time to time.

	       "SEC" means the Securities and Exchange Commission or any
successor thereto.

	       "Shares" means shares of Class A common stock and Class B
common stock, $.01 par value, of Micro or such other securities as may be
designated by the Committee from time to time.

	       "Stock Appreciation Right" means any right granted under
Section 7 of the Plan.

	       "Substitute Awards" means Awards granted in assumption of,
or in substitution for, outstanding awards previously granted by a company
acquired by Micro or with which Micro combines.

	       SECTION 3.  Administration.

	       (a)  Authority of Committee.  The Plan shall be administered by
the Committee.  Subject to the terms of the Plan, applicable law and
contractual restrictions affecting Micro, and in addition to other express
powers and authorizations conferred on the Committee by the Plan, the
Committee shall have full power and authority to:  (i) designate Participants;
(ii) determine the type or types of Awards to be granted to an eligible
Employee; (iii) determine the number of Shares to be covered by, or with
respect to which payments, rights, or other matters are to be calculated in
connection with, Awards; (iv) determine the terms and conditions of any Award,
Award Agreement and Purchase Agreement; (v) determine whether, to what extent,
and under what circumstances Awards may be settled or exercised in cash,
Shares, other securities, other Awards or other property, or cancelled,
forfeited, or suspended and the method or methods by which Awards may be
settled, exercised, cancelled, forfeited, or suspended; (vi) determine
whether, to what extent, and under what circumstances cash, Shares, other
securities, other Awards, other property, and other amounts payable with
respect to an Award shall be deferred either automatically or at the election
of the holder thereof or of the Committee; (vii) interpret and administer the
Plan and any instrument or agreement relating to, or Award made under, the
Plan; (viii) establish, amend, suspend, or waive such rules and regulations
and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and (ix) make any other determination and take any
other action that the Committee deems necessary or desirable for the
administration of the Plan.

	       (b)  Committee Discretion Binding.  Unless otherwise expressly
provided in the Plan, all designations, determinations, interpretations, and
other decisions under or with respect to the Plan or any Award shall be within
the sole discretion of the Committee, may be made at any time and shall be
final, conclusive and binding upon all Persons, including Micro, any
Affiliate, any Participant, any holder or beneficiary of any Award, any
shareholder and any Employee.

	       SECTION 4.  Shares Available for Awards.

	       (a)  Shares Available.  Subject to adjustment as provided in
Section 4(b) and 4(c), the number of Shares with respect to which Awards may
be granted under the Plan shall be 12,000,000.  If, after the effective date
of the Plan, any Shares covered by an Award granted under the Plan or to which
such an Award relates, are forfeited, or if such an Award is settled for cash
or otherwise terminates or is cancelled without the delivery of Shares, then
the Shares covered by such Award, or to which such Award relates, or the
number of Shares otherwise counted against the aggregate number of Shares with
respect to which Awards may be granted, to the extent of any such settlement,
forfeiture, termination or cancellation, shall, in the calendar year in which
such settlement, forfeiture, termination or cancellation occurs, again become
Shares with respect to which Awards may be granted unless any dividends have
been paid thereon prior to such settlement, forfeiture, termination or
cancellation.  Notwithstanding the foregoing and subject to adjustment as
provided in Section 4(b), no Employee of Micro may receive Awards under the
Plan in any calendar year that relate to more than 3,600,000 Shares.

	       (b)  Adjustments.  In the event that the Committee determines
that any dividend or other distribution (whether in the form of cash, Shares,
other securities or other property), recapitalization, stock split, reverse
stock split, reorganization, reclassification, merger, consolidation,
split-up, spin-off, combination, repurchase, or exchange of Shares or other
securities of Micro, issuance of warrants or other rights to purchase Shares
or other securities of Micro, or other similar corporate transaction or event
affects the Shares such that an adjustment is determined by the Committee to
be appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number of Shares of Micro (or number and kind of other securities or
property) with respect to which Awards may thereafter be granted, (ii) the
number of Shares or other securities of Micro (or number and kind of other
securities or property) subject to outstanding Awards, and (iii) the grant or
exercise price with respect to any Award, or, if deemed appropriate, make
provision for a cash payment to the holder of an outstanding Award; provided,
in each case, that except to the extent deemed desirable by the Committee (A)
with respect to Awards of Incentive Stock Options no such adjustment shall be
authorized to the extent that such authority would cause the Plan to violate
Section 422(b)(1) of the Code, as from time to time amended and (B) with
respect to any Award no such adjustment shall be authorized to the extent that
such authority would be inconsistent with the Plan's meeting the requirements
of Section 162(m) of the Code, as from time to time amended.

	       (c)  Substitute Awards.  Any Shares underlying Substitute
Awards shall not, except in the case of Shares with respect to which
Substitute Awards are granted to Employees who are officers or directors of
Micro for purposes of Section 16 of the Exchange Act or any successor section
thereto, be counted against the Shares available for Awards under the Plan.

	       (d)  Sources of Shares Deliverable Under Awards.  Any Shares
delivered pursuant to an Award may consist, in whole or in part, of authorized
and unissued Shares or of treasury Shares.

	       SECTION 5.  Eligibility.  Any Employee, including any
officer or employee-director of Micro or any Affiliate, and any member of
the Board, shall be eligible to be designated a Participant.

	       SECTION 6.  Stock Options.

	       (a)  Grant.  Subject to the provisions of the Plan and
contractual restrictions affecting Micro, the Committee shall have sole and
complete authority to determine the Employees to whom Options shall be
granted, the number of Shares to be covered by each Option, the option price
therefor and the conditions and limitations applicable to the exercise of the
Option.  The Committee shall have the authority to grant Incentive Stock
Options, or to grant Non-Qualified Stock Options, or to grant both types of
options.  In the case of Incentive Stock Options, the terms and conditions of
such grants shall be subject to and comply with such rules as may be
prescribed by Section 422 of the Code, as from time to time amended, and any
regulations implementing such statute.

	       (b)  Exercise Price.  The Committee in its sole discretion
shall establish the exercise price at the time each Option is granted.

	       (c)  Exercise.  Each Option shall be exercisable at such times
and subject to such terms and conditions as the Committee may, in its sole
discretion, specify in the applicable Award Agreement or thereafter.  The
Committee may impose such conditions with respect to the exercise of Options,
including without limitation, any relating to the application of Federal or
state securities laws, as it may deem necessary or advisable.

	       (d)  Payment.  No Shares shall be delivered pursuant to any
exercise of an Option until payment in full of the option price therefor is
received by Micro.  Such payment may be made:  (i) in cash;  (ii) in Shares
already owned by the Participant (the value of such Shares shall be their
Fair Market Value on the date of exercise);  (iii) by a combination of cash
and Shares;  (iv) if approved by the Committee, in accordance with a
cashless exercise program under which either (A) if so instructed by the
Participant, Shares may be issued directly to the Participant's broker or
dealer upon receipt of the purchase price in cash from the broker or
dealer, or (B)  Shares may be issued by Micro to a Participant's broker or
dealer in consideration of such broker's or dealer's irrevocable commitment
to pay to Micro that portion of the proceeds from the sale of such Shares
that is equal to the exercise price of the Option(s) relating to such
Shares, or (v) in such other manner as permitted by the Committee at the
time of grant or thereafter.

	       SECTION 7.  Stock Appreciation Rights.

	       (a)  Grant.  Subject to the provisions of the Plan and
contractual restrictions affecting Micro, the Committee shall have sole and
complete authority to determine the Employees to whom Stock Appreciation
Rights shall be granted, the number of Shares to be covered by each Stock
Appreciation Right Award, the grant price thereof and the conditions and
limitations applicable to the exercise thereof.  Stock Appreciation Rights
may be granted in tandem with another Award, in addition to another Award,
or freestanding and unrelated to another Award.  Stock Appreciation Rights
granted in tandem with or in addition to an Award may be granted either at
the same time as the Award or at a later time.  Stock Appreciation Rights
shall not be exercisable earlier than six months after grant and shall have
a grant price as determined by the Committee on the date of grant.

	       (b)  Exercise and Payment.  A Stock Appreciation Right shall
entitle the Participant to receive an amount equal to the excess of the
Fair Market Value of a Share on the date of exercise of the Stock
Appreciation Right over the grant price thereof, provided that the
Committee may for administrative convenience determine that, with respect
to any Stock Appreciation Right which is not related to an Incentive Stock
Option and which can only be exercised for cash during limited periods of
time in order to satisfy the conditions of Rule 16b-3, the exercise of such
Stock Appreciation Right for cash during such limited period shall be
deemed to occur for all purposes hereunder on the last day of such limited
period and the Fair Market Value of the Shares subject to such stock
appreciation right shall be deemed to be equal to the average of the high
and low prices during such period on each day the Shares are traded on any
stock exchange on which Shares are listed or on any over-the-counter market
on which Shares are then traded.  Any such determination by the Committee
may be changed by the Committee from time to time and may govern the
exercise of Stock Appreciation Rights granted prior to such determination
as well as Stock Appreciation Rights thereafter granted.  The Committee
shall determine whether a Stock Appreciation Right shall be settled in
cash, Shares or a combination of cash and Shares.

	       (c)  Other Terms and Conditions.  Subject to the terms of the
Plan and any applicable Award Agreement, the Committee shall determine, at or
after the grant of a Stock Appreciation Right, the term, methods of exercise,
methods and form of settlement, and any other terms and conditions of any
Stock Appreciation Right.  Any such determination by the Committee may be
changed by the Committee from time to time and may govern the exercise of
Stock Appreciation Rights granted or exercised prior to such determination as
well as Stock Appreciation Rights granted or exercised thereafter.  The
Committee may impose such conditions or restrictions on the exercise of any
Stock Appreciation Right as it shall deem appropriate.

	       SECTION 8.  Restricted Stock and Restricted Stock Units.

	       (a)  Grant.  Subject to the provisions of the Plan and
contractual provisions affecting Micro, the Committee shall have sole and
complete authority to determine the Employees to whom Shares of Restricted
Stock and Restricted Stock Units shall be granted, the number of Shares of
Restricted Stock and/or the number of Restricted Stock Units to be granted to
each Participant, the duration of the period during which, and the conditions
under which, the Restricted Stock and Restricted Stock Units may be forfeited
to Micro, and the other terms and conditions of such Awards.

	       (b)  Payment.  Each Restricted Stock Unit shall have a value
equal to the Fair Market Value of a Share.  Restricted Stock Units shall be
paid in cash, Shares, other securities or other property, as determined in the
sole discretion of the Committee, upon the lapse of the restrictions
applicable thereto, or otherwise in accordance with the applicable Award
Agreement.

	       (c)  Dividends and Distributions.  Dividends and other
distributions paid on or in respect of any Shares of Restricted Stock may be
paid directly to the Participant, or may be reinvested in additional Shares of
Restricted Stock or in additional Restricted Stock Units, as determined by the
Committee in its sole discretion.

	       SECTION 9.  Performance Awards.

	       (a)  Grant.  Subject to the provisions of the Plan and
contractual provisions affecting Micro, the Committee shall have sole and
complete authority to determine the Employees who shall receive a "Performance
Award", which shall consist of a right which is  (i) denominated in cash or
Shares, (ii) valued, as determined by the Committee, in accordance with the
achievement of such performance goals during such performance periods as the
Committee shall establish, and (iii) payable at such time and in such form as
the Committee shall determine.

	       (b)  Terms and Conditions.  Subject to the terms of the Plan,
any contractual provisions affecting Micro and any applicable Award Agreement,
the Committee shall determine the performance goals to be achieved during any
performance period, the length of any performance period, the amount of any
Performance Award and the amount and kind of any payment or transfer to be
made pursuant to any Performance Award.

	       (c)  Payment of Performance Awards.  Performance Awards may be
paid in a lump sum or in installments following the close of the performance
period or, in accordance with procedures established by the Committee, on a
deferred basis.

	       SECTION 10.  Other Stock-Based Awards.  The Committee shall
have authority to grant to eligible Employees an "Other Stock-Based Award",
which shall consist of any right which is (i) not an Award described in
Sections 6 through 9 above and (ii) an Award of Shares or an Award
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on or related to, Shares (including, without limitation,
securities convertible into Shares), as deemed by the Committee to be
consistent with the purposes of the Plan; provided that any such rights
must comply with applicable law, and to the extent deemed desirable by the
Committee, with Rule 16b-3.  Subject to the terms of the Plan, any
contractual provisions affecting Micro and any applicable Award Agreement,
the Committee shall determine the terms and conditions of any such Other
Stock-Based Award.

	       SECTION 11.  Termination or Suspension of Employment or
Service.  The following provisions shall apply in the event of the
Participant's termination of employment or service unless the Committee shall
have provided otherwise, either at the time of the grant of the Award or
thereafter.

	       (a)  Nonqualified Stock Options and Stock Appreciation Rights.

	     (i)  Termination of Employment or Service.  Except as the
Committee may at any time otherwise provide or as required to comply with
applicable law, if the Participant's employment or services with Micro or
its Affiliates is terminated for any reason other than death, disability,
or retirement, the Participant's right to exercise any Nonqualified Stock
Option or Stock Appreciation Right shall terminate, and such Option or
Stock Appreciation Right shall expire, on the earlier of (A) the sixtieth
day following such termination of employment or service or (B) the date
such Option or Stock Appreciation Right would have expired had it not been
for the termination of employment or services.  The Participant shall have
the right to exercise such Option or Stock Appreciation Right prior to such
expiration to the extent it was exercisable at the date of such termination
of employment or service and shall not have been exercised.

	    (ii)  Death, Disability or Retirement.  Except as the Committee
may at any time otherwise provide or as required to comply with applicable
law, if the Participant's employment or services with Micro or its Affiliates
is terminated by reason of death, disability, or retirement, the Participant
or his successor (if employment or service is terminated by death) shall have
the right to exercise any Nonqualified Stock Option or Stock Appreciation
Right during the one-year period following such termination of employment or
service, to the extent it was exercisable and outstanding at the date of such
termination of employment or service, but in no event shall such option be
exercisable later than the date the Option would have expired had it not been
for the termination of such employment or services.  The meaning of the terms
"disability" and "retirement" shall be determined by the Committee.

	    (iii)  Acceleration or Extension of Exercisability.
Notwithstanding the foregoing, the Committee may, in its discretion, provide
at any time (A) that an Option granted to a Participant may terminate at a
date earlier than that set forth above, (B) that an Option granted to a
Participant may terminate at a date later than that set forth above, provided
such date shall not be beyond the date the Option would have expired had it
not been for the termination of the Participant's employment or service and
(C) that an Option or Stock Appreciation Right may become immediately
exercisable when it finds that such acceleration would be in the best
interests of Micro.

	       (b)  Incentive Stock Options.  Except as otherwise determined
by the Committee at the time of grant or otherwise or as required to comply
with applicable law, if the Participant's employment with Micro and its
Affiliates is terminated for any reason, the Participant shall have the right
to exercise any Incentive Stock Option and any related Stock Appreciation
Right during the 90 days after such termination of employment to the extent it
was exercisable at the date of such termination, but in no event later than
the date the Option would have expired had it not been for the termination of
such employment.  If the Participant does not exercise such Option or related
Stock Appreciation Right to the full extent permitted by the preceding
sentence, the remaining exercisable portion of such Option automatically will
be deemed a Nonqualified Stock Option, and such Option and the related Stock
Appreciation Right will be exercisable during the period set forth in Section
11(a) of the Plan, provided that in the event that employment is terminated
because of death or the Participant dies in such 90-day period the Option will
continue to be an Incentive Stock Option to the extent provided by Section 421
or Section 422 of the Code, or any successor provision, and any regulations
promulgated thereunder.

	       (c)  Restricted Stock.  Except as otherwise determined by the
Committee at the time of grant or as required to comply with applicable law,
upon termination of employment or service for any reason during the
restriction period, all shares of Restricted Stock still subject to
restriction shall be forfeited by the Participant and reacquired by Micro at
the price (if any) paid by the Participant for such Restricted Stock; provided
that in the event of Participant's retirement, disability, or death, or in
cases of special circumstances, the Committee may, in its sole discretion,
when it finds that a waiver would be in the best interests of Micro, waive in
whole or in part any or all remaining restrictions with respect to such
participant's shares of Restricted Stock.  Any time spent by a participant in
the status of "leave without pay" shall extend the period otherwise required
for purposes of determining the extent to which any Award or portion thereof
has vested or otherwise become exercisable or nonforfeitable.

	       (d)  Except as the Committee may otherwise determine, for
purposes hereof any termination of a Participant's employment or service for
any reason shall occur on the date Participant ceases to perform services for
Micro or any Affiliate without regard to whether Participant continues
thereafter to receive any compensatory payments therefrom or is paid salary
thereby in lieu of notice of termination or, with respect to a member of the
Board who is not also an employee of Micro or any Affiliate, the date such
Participant is no longer a member of the Board.

	       SECTION 12.  Merger.  In the event of a merger of Micro with or
into another corporation, each outstanding Award may be assumed or an
equivalent award may be substituted by such successor corporation or a parent
or subsidiary of such successor corporation.  If, in such event, an Award is
not assumed or substituted, the Award shall terminate as of the date of the
closing of the merger.  For the purposes of this paragraph, the Award shall be
considered assumed if, following the merger, the Award confers the right to
purchase or receive, for each Share subject to the Award immediately prior to
the merger, the consideration (whether stock, cash, or other securities or
property) received in the merger by holders of Common Stock for each Share
held on the effective date of the transaction (and if the holders are offered
a choice of consideration, the type of consideration chosen by the holders of
a majority of the outstanding Shares).  If such consideration received in the
merger is not solely common stock of the successor corporation or its parent,
the Committee may, with the consent of the successor corporation, provide for
the consideration to be received upon the exercise of the Award, for each
Share subject to the Award, to be solely common stock of the successor
corporation or its parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger.

	       SECTION 13.  Amendment and Termination.

	       (a)  Amendments to the Plan.  The Board may amend, alter,
suspend, discontinue, or terminate the Plan or any portion thereof at any
time; provided that no such amendment, alteration, suspension, discontinuation
or termination shall be made without shareholder approval if such approval is
necessary to comply with any tax or regulatory requirement, including for
these purposes any approval requirement which is a prerequisite for exemptive
relief from Section 16(b) of the Exchange Act, for which or with which the
Board deems it necessary or desirable to qualify or comply.  Notwithstanding
anything to the contrary herein, the Committee may amend the Plan in such
manner as may be necessary so as to have the Plan conform with local rules and
regulations in any jurisdiction outside the United States.

	       (b)  Amendments to Awards.  Subject to the terms of the Plan
and applicable law, the Committee may waive any conditions or rights under,
amend any terms of, or alter, suspend, discontinue, cancel or terminate, any
Award theretofore granted, prospectively or retroactively; provided that any
such waiver, amendment, alteration, suspension, discontinuance, cancellation
or termination that would adversely affect the rights of any Participant or
any holder or beneficiary of any Award theretofore granted shall not to that
extent be effective without the consent of the affected Participant, holder or
beneficiary.

	       (c)  Cancellation.  Any provision of this Plan or any Award
Agreement to the contrary notwithstanding, the Committee may cause any Award
granted hereunder to be cancelled in consideration of a cash payment or
alternative Award made to the holder of such cancelled Award equal in value to
the Fair Market Value of such cancelled Award.

	       SECTION 14.  General Provisions.

	       (a)  Dividend Equivalents.  In the sole and complete discretion
of the Committee, an Award, whether made as an Other Stock-Based Award under
Section 10 or as an Award granted pursuant to Sections 6 through 9 hereof, may
provide the Participant with dividends or dividend equivalents, payable in
cash, Shares, other securities or other property on a current or deferred
basis.

	       (b)  Nontransferability.  No Award shall be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by a
Participant, except by will or the laws of descent and distribution.

	       (c)  No Rights to Awards.  No Employee, Participant or other
Person shall have any claim to be granted any Award, and there is no
obligation for uniformity of treatment of Employees, Participants, or holders
or beneficiaries of Awards.  The terms and conditions of Awards need not be
the same with respect to each recipient.

	       (d)  Share Certificates.  All certificates for Shares or
other securities of Micro or any Affiliate delivered under the Plan
pursuant to any Award or the exercise thereof shall be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable
under the Plan or the rules, regulations and other requirements of the
Securities and Exchange Commission or any stock exchange upon which such
Shares or other securities are then listed and any applicable laws or rules
or regulations, and the Committee may cause a legend or legends to be put
on any such certificates to make appropriate reference to such
restrictions.

	       (e)  Withholding.  A Participant may be required to pay to
Micro or any Affiliate, and Micro or any Affiliate shall have the right and is
hereby authorized to withhold from any Award, from any payment due or transfer
made under any Award or under the Plan or from any compensation or other
amount owing to a Participant the amount (in cash, Shares, other securities,
other Awards or other property) of any applicable withholding taxes in respect
of an Award, its exercise, or any payment or transfer under an Award or under
the Plan and to take such other action as may be necessary in the opinion of
Micro to satisfy all obligations for the payment of such taxes.  The Committee
may provide for additional cash payments to holders of Awards to defray or
offset any tax arising from any such grant, lapse, vesting, or exercise of any
Award.

	       (f)  Award Agreements.  Each Award hereunder shall be evidenced
by an Award Agreement which shall be delivered to the Participant and shall
specify the terms and conditions of the Award and any rules applicable
thereto.

	       (g)  No Limit on Other Compensation Arrangements.  Nothing
contained in the Plan shall prevent Micro or any Affiliate from adopting or
continuing in effect other compensation arrangements, which may, but need not,
provide for the grant of options, restricted stock, Shares and other types of
Awards provided for hereunder (subject to shareholder approval if such
approval is required), and such arrangements may be either generally
applicable or applicable only in specific cases.

	       (h)  No Right to Employment.  The grant of an Award shall not
be construed as giving a Participant the right to be retained in the employ or
service of Micro or any Affiliate.  Further, Micro or an Affiliate may at any
time dismiss a Participant from employment or service, free from any liability
or any claim under the Plan, unless otherwise expressly provided in the Plan
or in any Award Agreement.

	       (i)  Rights as a Stockholder.  Subject to the provisions of the
applicable Award, no Participant or holder or beneficiary of any Award shall
have any rights as a stockholder with respect to any Shares to be issued under
the Plan until he or she has become the holder of such Shares.
Notwithstanding the foregoing, in connection with each grant of Restricted
Stock hereunder, the applicable Award shall specify if and to what extent the
Participant shall not be entitled to the rights of a stockholder in respect of
such Restricted Stock.

	       (j)  Governing Law.  The validity, construction, and effect of
the Plan and any rules and regulations relating to the Plan and any Award
Agreement shall be determined in accordance with the laws of the State of
Delaware.

	       (k)  Severability.  If any provision of the Plan or any
Award is or becomes or is deemed to be invalid, illegal, or unenforceable
in any jurisdiction or as to any Person or Award, or would disqualify the
Plan or any Award under any law deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to the applicable
laws, or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the Plan
or the Award, such provision shall be stricken as to such jurisdiction,
Person or Award and the remainder of the Plan and any such Award shall
remain in full force and effect.

	       (l)  Other Laws.  The Committee may refuse to issue or transfer
any Shares or other consideration under an Award if, acting in its sole
discretion, it determines that the issuance or transfer of such Shares or such
other consideration might violate any applicable law or regulation or entitle
Micro to recover the same under Section 16(b) of the Exchange Act, and any
payment tendered to Micro by a Participant in connection therewith shall be
promptly refunded to the relevant Participant, holder or beneficiary.  Without
limiting the generality of the foregoing, no Award granted hereunder shall be
construed as an offer to sell securities of Micro, and no such offer shall be
outstanding, unless and until the Committee in its sole discretion has
determined that any such offer, if made, would be in compliance with all
applicable requirements of the U.S. federal securities laws and any other laws
to which such offer, if made, would be subject.

	       (m)  No Trust or Fund Created.  Neither the Plan nor any Award
shall create or be construed to create a trust or separate fund of any kind or
a fiduciary relationship between Micro or any Affiliate and a Participant or
any other Person.  To the extent that any Person acquires a right to receive
payments from Micro or any Affiliate pursuant to an Award, such right shall be
no greater than the right of any unsecured general creditor of Micro or any
Affiliate.

	       (n)  No Fractional Shares.  No fractional Shares shall be
issued or delivered pursuant to the Plan or any Award, and the Committee shall
determine whether cash or other securities or other property shall be paid or
transferred in lieu of any fractional Shares or whether such fractional Shares
or any rights thereto shall be cancelled, terminated, or otherwise eliminated.

	       (o)  Transfer Restrictions.  Shares acquired hereunder may not
be sold, assigned, transferred, pledged or otherwise disposed of, except as
provided in the Plan, the applicable Award Agreement or the applicable
Purchase Agreement.

	       (p)  Headings.  Headings are given to the Sections and
subsections of the Plan solely as a convenience to facilitate reference.  Such
headings shall not be deemed in any way material or relevant to the
construction or interpretation of the Plan or any provision thereof.

	       SECTION 15.  Term of the Plan.

	       (a)  Effective Date.  The Plan shall be effective as of [IPO
Effective Date], subject to approval by the shareholders of Micro.  Awards may
be granted hereunder prior to such shareholder approval subject in all cases,
however, to such approval.

	       (b)  Expiration Date.  No Incentive Stock Option shall be
granted under the Plan after December 31, 2005.   Unless otherwise expressly
provided in the Plan or in an applicable Award Agreement, any Award granted
hereunder may, and the authority of the Board or the Committee to amend,
alter, adjust, suspend, discontinue, or terminate any such Award or to waive
any conditions or rights under any such Award shall, continue after the
authority for grant of new Awards hereunder has been exhausted.