Common use of Required Performance Clause in Contracts

Required Performance. (a) In the event that Participant is employed by Ingram or one of its Affiliates on March 1, 2006, and has been continuously employed by Ingram and or one or more of its Affiliates throughout such period, Participant shall be entitled to a lump sum cash retention payment in the amount specified in Section 3 below. (b) Participant shall not be entitled to receive any payment under this Award Agreement if his employment with Ingram and its Affiliates terminates at any time prior to March 1, 2006 as a result of Participant's resignation for any reason other than his Disability. (c) Participant shall not be entitled to receive any payment under this Award Agreement if his employment with Ingram or any of its Affiliates is terminated by Ingram or any of its Affiliates at any time prior to March 1, 2006 for: (1) Cause, or (2) Participant's refusal to accept a transfer of his principal office location to Ing▇▇▇'▇ ▇▇en corporate headquarters or any of its then regional headquarters. (d) Unless payment is precluded as specified under Sections 2(b) or (c) above, if Participant's employment with Ingram and its Affiliates is terminated prior to March 1, 2006 and such termination is: (1) initiated by Ingram or any of its Affiliates, or (2) the result of Participant's death or Disability, Participant shall be entitled to receive a prorated portion of the target payment amount specified in Section 3 below calculated by multiplying such target payment by a fraction, the numerator of which is the number of days elapsed from and including the date of the Award and ending on the date of such termination and the denominator of which is 1,786. A change in Participant's duties or a change in Participant's employer to another entity among Ingram and its Affiliates shall not be deemed a termination of employment initiated by Ingram or any of its Affiliates. (e) As used herein, the term "Cause" means the occurrence of any one or more of the following:

Required Performance. (a) In the event that Participant is employed by Ingram or one of its Affiliates on March 1, 2006, and has been continuously employed by Ingram and or one or more of its Affiliates throughout such period, Participant shall be entitled to a lump sum cash retention payment in the amount specified in Section 3 below. (b) Participant shall not be entitled to receive any payment under this Award Agreement if his employment with Ingram and its Affiliates terminates at any time prior to March 1, 2006 as a result of Participant's resignation for any reason other than his Disability. (c) Participant shall not be entitled to receive any payment under this Award Agreement if his employment with Ingram or any of its Affiliates is terminated by Ingram or any of its Affiliates at any time prior to March 1, 2006 for: (1) Cause, or (2) Participant's refusal to accept a transfer of his principal office location to Ing▇▇▇▇▇▇'▇ ▇▇en then corporate headquarters or any of its then regional headquarters. (d) Unless payment is precluded as specified under Sections 2(b) or (c) above, if Participant's employment with Ingram and its Affiliates is terminated prior to March 1, 2006 and such termination is: (1) initiated by Ingram or any of its Affiliates, or (2) the result of Participant's death or Disability, Participant shall be entitled to receive a prorated portion of the target payment amount specified in Section 3 below calculated by multiplying such target payment by a fraction, the numerator of which is the number of days elapsed from and including the date of the Award and ending on the date of such termination and the denominator of which is 1,786. A change in Participant's duties or a change in Participant's employer to another entity among Ingram and its Affiliates shall not be deemed a termination of employment initiated by Ingram or any of its Affiliates. (e) As used herein, the term "Cause" means the occurrence of any one or more of the following:

Required Performance. (a) In the event that Participant is employed by Ingram or Ing▇▇▇ ▇▇ one of its Affiliates on March 1, 2006, and has been continuously employed by Ingram and Ing▇▇▇ ▇▇d or one or more of its Affiliates throughout such period, Participant shall be entitled to a lump sum cash retention payment in the amount specified in Section 3 below. (b) Participant shall not be entitled to receive any payment under this Award Agreement if his employment with Ingram and Ing▇▇▇ ▇▇d its Affiliates terminates at any time prior to March 1, 2006 as a result of Participant's resignation for any reason other than his Disability. (c) Participant shall not be entitled to receive any payment under this Award Agreement if his employment with Ingram or Ing▇▇▇ ▇▇ any of its Affiliates is terminated by Ingram or Ing▇▇▇ ▇▇ any of its Affiliates at any time prior to March 1, 2006 for: (1) Cause, or (2) Participant's refusal to accept a transfer of his principal office location to Ing▇▇▇'▇ ▇▇en corporate headquarters or any of its then regional headquarters. (d) Unless payment is precluded as specified under Sections 2(b) or (c) above, if Participant's employment with Ingram and Ing▇▇▇ ▇▇d its Affiliates is terminated prior to March 1, 2006 and such termination is: (1) initiated by Ingram or Ing▇▇▇ ▇▇ any of its Affiliates, or (2) the result of Participant's death or Disability, Participant shall be entitled to receive a prorated portion of the target payment amount specified in Section 3 below calculated by multiplying such target payment by a fraction, the numerator of which is the number of days elapsed from and including the date of the Award and ending on the date of such termination and the denominator of which is 1,786. A change in Participant's duties or a change in Participant's employer to another entity among Ingram and Ing▇▇▇ ▇▇d its Affiliates shall not be deemed a termination of employment initiated by Ingram or Ing▇▇▇ ▇▇ any of its Affiliates. (e) As used herein, the term "Cause" means the occurrence of any one or more of the following: