NON-EU NON-QUALIFIED STOCK OPTION
Section 1. Grant of Option.
As of [INSERT DATE OF GRANT]
, Ingram Micro Inc., a Delaware
) hereby grants to [INSERT LEGAL NAME OF AWARDEE]
) a non-qualified
stock option (the Option
) exercisable in whole or in part, to purchase, pursuant to the terms
shares of Class A Common Stock, $.01 par value per share, of Micros common stock
(the Common Stock
), at a price of $XX.XX
per share pursuant to and subject to the terms and
conditions set forth in the Ingram Micro Inc. Amended and Restated 2003 Equity Incentive Plan
). Capitalized terms used and not otherwise defined herein are used with the same meanings
as in the Plan.
Section 2. Non-Qualified Stock Option. This Option is not intended to qualify as an
incentive stock option as that term is used in Section 422 of the Code.
Section 3. Time of Exercise; Expiration. (a) Subject to the provisions in this
Award Agreement, this Option shall become exercisable as set forth below, provided Optionee remains
employed with Micro or any of its Affiliates through each vesting date.
||[INSERT VESTING DATE]
||[INSERT VESTING DATE]
||[INSERT VESTING DATE]
(b) The Option may not be exercised after 1:00pm (PST) in Santa Ana, California, on [INSERT
OPTION EXPIRATION DATE] (the Expiration Date).
Section 4. Manner of Exercise. This Option shall be exercised by Optionee (or other
party entitled to exercise the Option under Section 6 of this Award Agreement) only by the
following manners: from time to time, on or prior to the Expiration Date of this Option, Optionee
may give notice of his or her election to purchase some or all of the Shares subject to vested
Options by means of (i) a written notice to the stock plan administrator or (ii) an electronic
notice to the stock plan administrator or other authorized representative of Micro (including a
third-party administrator or broker designated by Micro). Whether written or electronic, such
notice shall specify the number of Shares to be purchased pursuant to vested Options and shall be
in a form approved by the stock plan administrator. When Optionee gives notice of the exercise of
this Option, Optionee must also submit payment of the purchase price for the Shares being purchased
in a manner permitted by Section 6(f) of the Plan except such payment may not be made in Shares
already owned by the Optionee and plus an amount sufficient to satisfy any tax withholding
requirement as set forth in Section 14(e) of the Plan and under Section 13(c) of this Award
Section 5. Nontransferability of Option. This Option shall not be transferable by
Optionee other than by will or by the laws of descent and distribution. The terms of this Option
shall be binding on the executors, administrators, heirs and successors of Optionee.
Section 6. Termination of Employment.
(a) If Optionees employment is terminated for any reason other than death, Disability,
Retirement or Cause, Optionees vested Options will expire 90 days from Optionees Termination
Date. Unless the Committee otherwise provides, if Optionees employment with Micro or any of
its Affiliates is terminated for any reason other than Optionees death, Disability, Retirement or
Cause, Optionees vested Options will expire 90 days (or, if later, on the 15th day
following the end of any Micro-imposed restrictions in effect during such 90-day period on
Optionees ability to engage in transactions involving Shares (such 15th day, the
Extended Date)) following such termination, or the Expiration Date, had it not been for
Optionees Termination Date (as defined in Section 6(f) below). This Option will be exercisable
prior to the Expiration Date only if it would be exercisable on the Termination Date.
(b) If Optionees employment is terminated as a result of Optionees death, Optionees
Options will expire five years from Optionees date of death. Unless the Committee otherwise
provides, if Optionee dies while employed by Micro or any of its Affiliates, Optionees unvested
Options will immediately vest. Optionees estate will have the right to exercise Optionees
Options through the fifth anniversary of Optionees death, but not later than the Expiration Date.
(c) If Optionees employment is terminated as a result of Optionees Disability,
Optionees Options will expire five years from Optionees Termination Date. Unless the
Committee otherwise provides, if Optionees employment with Micro or any of its Affiliates is
terminated due to Optionees Disability, Optionees unvested Options will immediately vest.
Optionee or Optionees legal representative will have the right to exercise vested Options through
the fifth anniversary of the Termination Date (as defined in Section 6(f) below), but not later
than the Expiration Date. For purposes hereof, Disability means permanent and total disability
as defined in Section 22(e)(3) of the Code or as determined by the Committee pursuant to applicable
(d) If Optionees employment is terminated due to Retirement, Optionees Options will
expire five years from Optionees Termination Date. Unless the Committee otherwise provides,
if Optionees employment with Micro or any of its Affiliates is terminated due to Optionees
Retirement, Optionees unvested Options will continue to vest. However, any unvested Options
awarded in the year of retirement will be prorated based upon the number of full months completed
by the retiree in the year of retirement divided by 12, and continue to vest. Optionee will have
the right to exercise Optionees vested Options through the fifth anniversary of Optionees
Termination Date (as defined in Section 6(f) below), but not later than the Expiration Date.
Unless the Committee otherwise permits, the Committee has determined that the term Retirement
means that Optionees employment has terminated other than by reason of death, Disability or Cause
and that all of the following criteria have been satisfied at the time of termination: either (1)
Optionee is at least 65 years of age and have completed at least five years of service with Micro
or an Affiliate, or (2) Optionee is at least 55 years of age and have completed at least ten years
of service with Micro or an Affiliate.
(e) If Optionees employment is terminated for Cause. If Optionees employment is
terminated for Cause, this Option will expire and terminate on the Termination Date (as defined in
Section 6(f) below), regardless of whether it is vested or unvested on the Termination Date.
(f) Termination Date. Unless the Committee otherwise provides, for purposes hereof,
any termination of Optionees employment or service for any reason shall occur on the date such
Optionee ceases to perform services for Micro or any of its Affiliates (the Termination Date)
without regard to whether such Optionee 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 of its Affiliates, the date such Optionee
is no longer a member of the Board. The Termination Date will not be extended by any notice period
mandated under local law (e.g., active employment would not include a period of garden
leave or similar period pursuant to local law); Micro shall have the exclusive discretion to
determine the Termination Date for purposes of this Option.
Section 7. Restrictions on Purchase and Sale of Shares. Micro shall not be obligated
to sell or issue any Shares pursuant to this Option unless the Shares are at that time effectively
registered or exempt from
registration under the Securities Act of 1933, as amended, and unless the
sale or issuance is in compliance with all applicable local securities or other laws.
Section 8. Adjustment. The number of Shares subject to this Option and the price per
share of such Shares may be adjusted by Micro from time to time pursuant to the Plan.
Section 9. No Rights Until Exercise. Optionee shall have no rights hereunder as a
shareholder with respect to any Shares subject to this Option until he or she becomes the
registered holder of such Shares.
Section 10. Amendment. This Option may be amended as provided in the Plan.
Section 11. Plan and Prospectus. This Option is subject to all the terms of the Plan
and the related prospectus, a copy of which has been received by the Optionee.
Section 12. Severability. The provisions of this Award Agreement are severable and
if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or
in part, the remaining provisions shall nevertheless be binding and enforceable.
Section 13. Acknowledgement.
||Nature of Grant. In accepting the grant, Optionee acknowledges that:
||the Plan is established voluntarily by Micro, it is
discretionary in nature and it may be modified, amended, suspended or
terminated by Micro at any time;
||the grant of the Option is voluntary and occasional and does
not create any contractual or other right to receive future grants of options,
or benefits in lieu of options, even if options have been granted repeatedly in
||all decisions with respect to future option grants, if any,
will be at the sole discretion of Micro;
||Optionees participation in the Plan shall not create a right
to further employment with the Employer and shall not interfere with the
ability of the Employer to terminate Optionees employment relationship at any
time with or without Cause;
||Optionee is voluntarily participating in the Plan;
||the Option and the Shares acquired under the Plan are
extraordinary items that do not constitute compensation of any kind for
services of any kind rendered to Micro or the Employer, and which is outside
the scope of Optionees employment contract, if any;
||the Option and the Shares acquired under the Plan are not
intended to replace any pension rights or compensation;
||the Option and the Shares acquired under the Plan are not part of normal or
expected compensation or salary for any purpose, including, but not limited to,
severance, resignation, termination, redundancy, dismissal, end of service
payments, bonuses, long-service awards, pension, welfare or retirement
benefits or similar payments, and in no event should be considered as
compensation for, or relating in any way to, past services to Micro, the
Employer or any Affiliate of Micro;
||the Option grant and Optionees participation in the Plan will
not be interpreted to form an employment contract or relationship with Micro;
and furthermore, the Option grant
||will not be interpreted to form an employment
contract or relationship with Micro or any Affiliate of Micro;
||the future value of the underlying Shares is unknown and cannot
be predicted with certainty;
||if the underlying Shares do not increase in value, the Option will have no value;
||in consideration of the Option grant, no claim or entitlement
to compensation or damages shall arise from forfeiture of the Option resulting
from termination of Optionees employment by Micro or the Employer (for any
reason whatsoever and whether or not in breach of local labor laws) and
Optionee irrevocably releases Micro and the Employer from any such claim that
may arise; if, notwithstanding the foregoing, any such claim is found by a
court of competent jurisdiction to have arisen, then, by signing this Award
Agreement, Optionee shall be deemed irrevocably to have waived Optionees
entitlement to pursue such claim;
||the vesting of any Option ceases upon termination of employment or other
cessation of eligibility to vest for any reason, except as may otherwise be
explicitly provided in the Plan or Section 6 of this Award Agreement;
||Optionee acknowledges that this Award Agreement is between
Optionee and Micro, and that the Employer is not a party to this Award
||Optionee agrees to provide Micro with any data requested if
Optionee is a mobile employee to facilitate the proper withholding and
reporting by Micro and/or the Employer as applicable.
(b) No Advice Regarding Grant. Micro is not providing any tax, legal or financial
advice, nor is Micro making any recommendations regarding Optionees participation in the Plan or
the acquisition or the sale of the underlying Shares. Optionee is hereby advised to consult with
personal tax, legal and financial advisors regarding participation in the Plan before taking any
action related to the Plan.
(c) Tax Reporting and Payment Liability. Regardless of any action Micro or the
Employer takes with respect to any or all income tax, social insurance, payroll tax, payment on
account or other tax-related items related to Optionees participation in the Plan and legally
applicable to Optionee or deemed by Micro or the Employer to be an appropriate charge to Optionee
even if technically due by Micro or the Employer (Tax-Related Items), Optionee acknowledges that
the ultimate liability for all Tax-Related Items is and remains Optionees responsibility and may
exceed the amount actually withheld by Micro or the Employer. Optionee further acknowledges that
Micro and/or the Employer (1) make no representations or undertakings regarding the treatment of
any Tax-Related Items in connection with any aspect of the Option grant, including, but not limited
to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant
to such exercise and the receipt of any dividends; and (2) do not commit to and are under no
obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate
Optionees liability for Tax-Related Items or achieve any particular tax result. Further, if
Optionee has become subject to tax in more than one jurisdiction between the
date of grant and the date of any relevant taxable event, Optionee acknowledges that Micro
and/or the Employer (or former employer, as applicable) may be required to withhold or account for
Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, Optionee will pay or
make adequate arrangements satisfactory to Micro and/or the Employer to satisfy all Tax-Related
Items. In this regard, Optionee authorizes Micro and/or the Employer, at their sole discretion to
satisfy the obligations with regard to all applicable Tax-Related Items legally payable by one or a
combination of the following: (1) withholding from Optionees wages or other cash compensation paid
to Optionee by Micro and/or the Employer; (2) withholding from proceeds of the sale of Shares
acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale
arranged by Micro (on Optionees behalf pursuant to this authorization); or (3) withholding in
Shares to be
issued upon exercise of the Option. To avoid negative accounting treatment, Micro may
withhold or account for Tax-Related Items by considering applicable minimum statutory withholding
amounts or other applicable withholding rates. If the obligation for Tax-Related Items is
satisfied by withholding in Shares, for tax purposes, Optionee is deemed to have been issued the
full number of Shares subject to the Option, notwithstanding that a number of the Shares are held
back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of
Optionees participation in the Plan.
Finally, Optionee will pay to Micro or the Employer any amount of Tax-Related Items that Micro
or the Employer may be required to withhold or account for as a result of Optionees participation
in the Plan that cannot be satisfied by the means previously described. Micro may refuse to honor
the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if
Optionee fails to comply with his or her obligations in connection with the Tax-Related Items.
(d) Data Privacy Consent. Optionee explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of Optionees personal data as described
in this Award Agreement and any other Option grant materials by and among, as applicable, the
Employer, Micro and its subsidiaries and Affiliates for the exclusive purpose of implementing,
administering and managing Optionees participation in the Plan.
Optionee understands that Micro and the Employer may hold certain personal information about
Optionee, including, but not limited to, Optionees name, home address and telephone number, date
of birth, employee identification number or other identification number, salary, nationality, job
title, any shares of stock or directorships held in Micro, details of all options or any other
entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in
Optionees favor, for the exclusive purpose of implementing, administering and managing the Plan
(Data). Optionee understands that Data may be transferred to any third parties assisting Micro
with the implementation, administration and management of the Plan, that these recipients may be
located in Optionees country or elsewhere, and that the recipients country may have different
data privacy laws and protections than Optionees country. Optionee understands that Optionee may
request a list with the names and addresses of any potential recipients of the Data by contacting
Optionees local human resources representative. Optionee authorizes the recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of
implementing, administering and managing Optionees participation in the Plan, including any
requisite transfer of such Data as may be required to a broker or other third party with whom
Optionee may elect to deposit any Shares acquired upon exercise of the Option. Optionee
understands that Data will be held only as long as is necessary to implement, administer and manage
Optionees participation in the Plan as determined by Micro. Optionee understands that he or she
may, at any time, view Data, request additional information about the storage and processing of
Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any
case without cost, by contacting in writing Optionees local human resources representative.
Optionee understands, however, that refusing or withdrawing Optionees consent may adversely affect
Optionees ability to participate in the Plan. For more information on the consequences of
Optionees refusal to consent or
withdrawal of consent, Optionee understands that he or she may contact his or her human
resources representative responsible for Optionees country at the local or regional level.
(e) Entire Agreement. The Plan is incorporated herein by reference. The Plan and
this Award Agreement constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and agreements between
Optionee and Micro with respect to the subject matter hereof, and may not be modified adversely to
Optionees interest except by means of a writing signed by Optionee and Micro.
(f) Governing Law and Venue. The Option grant and this Award Agreement is governed by
and construed according to the laws of the State of Delaware without regard to its principles of
conflicts of laws as provided in the Plan. Any proceeding arising out of or relating to this Award
Agreement or the Plan may be brought only in the state or federal courts located in Orange County,
California where this grant is made and/or to be performed, and the parties to this Award Agreement
hereby submit to and consent to the exclusive jurisdiction of such courts.
(g) Binding Agreement; Interpretation. By accepting the grant of this Option
evidenced hereby, Optionee and Micro agree that this Option is granted under and governed by the
terms and conditions of the Plan and this Award Agreement. Optionee has reviewed the related
prospectus and this Award Agreement in their entirety, have had an opportunity to obtain the advice
of counsel prior to accepting the Option and fully understand all provisions of the related
prospectus and Award Agreement. Optionee agrees to accept as binding, conclusive and final all
decisions or interpretations of the Committee upon any questions relating to the Plan and Award
(h) Language. Optionee acknowledges that Optionee may be executing part or all of the
Award Agreement in English and agree to be bound accordingly. If Optionee has received this or any
other document related to the Plan translated into a language other than English and if the meaning
of the translated version is different than the English version, the English version will control.
(i) Electronic Delivery. Micro may, in its sole discretion, decide to deliver any
documents related to current or future participation in the Plan by electronic means. Optionee
hereby consents to receive such documents by electronic delivery and agree to participate in the
Plan through an on-line or electronic system established and maintained by Micro or another third
party designated by Micro.
Section 14. Section 409A. This Award Agreement and the Option are intended to be exempt from
the provisions of Section 409A of the Code and Department of Treasury regulations and other
interpretive guidance issued thereunder, as providing for an option to purchase service recipient
stock as described in Section 1.409A-1(b)(5)(i)(A) of the Department of Treasury regulations.
Notwithstanding any provision of this Award Agreement or the Plan to the contrary, in the event
that the Committee determines that the Option may be subject to Section 409A of the Code, the
Committee may adopt such amendments this Award Agreement or the Plan or adopt other policies and
procedures (including amendments, policies and procedures with retroactive effect), or take any
other actions, that the Committee determines are necessary or appropriate to (a) exempt the Option
from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided
with respect to the Option, or (b) comply with the requirements of Section 409A of the Code and
related Department of Treasury guidance and thereby avoid the application of penalty taxes under
Section 409A of the Code.
Section 15. Addendum A. Notwithstanding any provisions in this Award Agreement, the grant of
the Option shall be subject to any special terms and conditions set forth in the Addendum A to this
Award Agreement for Optionees country. Moreover, if Optionee relocates to another country for
which there is an Addendum A, the special terms and conditions of the Addendum A for such country
will apply to Optionee to the extent Micro determines that the application of such terms and
conditions is necessary or advisable in order to comply with local law or facilitate the
administration of the Plan, and Micro will provide Optionee with the Addendum A of the
country to which Optionee relocated. See attached Addendum A, if applicable, and if
applicable, constitutes part of this Award Agreement.
Section 16. In order to exercise this Option, Optionee must sign and return a copy of this
Award Agreement. It will not be possible to exercise this Option until the signed Award Agreement
has been returned to Micro.
||INGRAM MICRO INC.
||Senior Vice President, Human Resources
Accepted and agreed as to the foregoing: