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Delaware
(State
of Incorporation or organization)
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1-12203
(Commission
File Number)
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62-1644402
(I.R.S.
Employer Identification
No.)
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Annual
Salary and Cash Bonus: Annual base salary of $650,000, effective
August 1, 2007, with a target bonus percentage of 90% under
Ingram Micro’s
2007 annual executive incentive cash award program.
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Time-Based
Long-Term Incentive Award: Additional stock options to be granted
pursuant to the Ingram Micro Inc. 2003 Equity Incentive Plan
on August 1,
2007 (the “Grant Date”) at a price per share equal to the closing price of
Ingram Micro’s Class A common stock as reported on the New York Stock
Exchange on the Grant Date, which options shall vest one-third
on the
first anniversary of the Grant Date and one-third on each of
the next two
succeeding anniversaries of the Grant Date, and shall expire
on the tenth
anniversary of the Grant Date. The number of options to be
granted shall be determined by dividing the approved grant
value
($355,450) by a modified Black-Scholes model value as of July
15, 2007, in
keeping with the previously approved methodology of the Human
Resources
Committee for stock option grants under the 2003 Plan.
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Performance-Based
Long-Term Incentive Awards: Mr. Monié currently participates in
the 2007-2009 Executive Long-Term Performance Share Program
(the “2007
LTIP”), the 2006-2008 Executive Long-Term Performance Share Program
(the
“2006 LTIP”) and the 2005-2007 Cash Long-Term Incentive Program (the “2005
LTIP”) pursuant to the Ingram Micro Inc. Executive Incentive
Plan. As a result of his promotion, Mr. Monié would be eligible
for increased award opportunities for the balance of the remaining
terms
of these programs, based on salary grade targets previously
approved by
the Human Resources Committee, and calculated using a fraction
of the
remaining term of the respective programs. If performance thresholds
are
met, payment of the additional target awards to Mr. Monié at
100% of target would be as follows: $239,967 (performance-vesting
restricted stock units) under the 2007 LTIP; $239,247 (performance-vesting
restricted stock units) under the 2006 LTIP; and $31,340 (cash)
under the
2005 LTIP. Actual awards under these three LTIP programs may
range from
zero if performance thresholds are not met, to up to 200% of
target for
the 2007 LTIP, and 300%
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| for the 2006 and 2005 LTIPs, depending upon degree of over-achievement of performance thresholds. | |
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2007
Cash Bonus: Ingram Micro will pay Mr. Monié in August 2007 an
amount equal to his accrued 2007 cash bonus as Executive Vice
President
and President, Ingram Micro Asia-Pacific under the 2007 annual
executive
incentive program (the “August 2007 Bonus Payment”), using a 2007 bonus
payout percentage to be calculated in August 2007, based upon
Asia-Pacific
region’s results through the end of July 2007 (the “August 2007 Bonus
Payout Percentage”). To the extent the actual 2007 Asia-Pacific
cash bonus payment percentage is different from the August
2007 Bonus
Payout Percentage, such difference will be reflected as a true
up in the
balance of the 2007 cash bonus, if any, that will be paid in
2008 to Mr.
Monié.
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2005-2007
Cash Long-Term Incentive Program: Ingram Micro will pay Mr. Monié
in August 2007 an amount equal to his accrued eligible cash
award under
the 2005-2007 Cash Long-Term Incentive Program, to be calculated
in August
2007, based upon the program’s accrued results through the end of July
2007. The balance of the payment will be paid in March of 2008
(or when payment of cash awards are normally paid), with any
true up to be
made at that time.
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Tax
Obligations: For the 2006-2008 Performance Share Program and the
2007-2009 Performance Share Program, Mr. Monié will pay tax in the U.S. at
the time of vesting, based upon the value at vesting. Ingram
Micro will reimburse him the difference between US tax and
Singapore tax,
plus gross up for the pro-rata portion that was earned prior
to August 1,
2007. Ingram Micro will pay the Singapore exit tax on all equity
at time
of transfer, based upon the difference between grant price
and closing
price on the date tax is assessed. Upon exercise of any stock
options that
were granted in Singapore and exercised in the U.S., Mr. Monié will pay
the first 20% of U.S. tax, and Ingram Micro will pay the difference
between 20% and the amount of U.S. tax plus the gross up on
the
difference.
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Relocation
Bonus: Mr. Monié will receive a $2 million relocation bonus paid
in Singapore in August 2007. Of this amount, $1 million will be
subject to a 3-year claw-back provision (the “$1 million Claw-Back Bonus”)
requiring Mr. Monié to return such amount to Ingram Micro should Mr. Monie
leave the company for any reason other than death or
disability. In addition, $400,000 of the $1 million Claw-Back
Bonus must be returned to Ingram Micro if Mr. Monié does not purchase a
home within driving commuting distance of Ingram Micro’s Santa Ana,
California headquarters office within 12 months of his transfer.
Ingram
Micro has agreed to provide payments to cover the taxes, plus
gross-up,
that Mr. Monié may be liable to pay in connection with such $400,000
portion of his relocation bonus.
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| INGRAM MICRO INC. | ||
| By: | /s/ Larry C. Boyd | |
| Name: | Larry C. Boyd | |
| Title: | Senior
Vice President, Secretary and General Counsel |
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Date: July
31, 2007
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