Ingram Micro Inc. Board of Directors Deferred Compensation Plan

ARTICLE 1 — GENERAL

1.1

Plan

1.2

Effective Dates

1.3

Amounts Not Subject to Code Section 409A

ARTICLE 2 — DEFINITIONS

2.1

Account

2.2

Administrator

2.3

Adoption Agreement

2.4

Beneficiary

2.5

Board or Board of Directors

2.6

Change in Control

2.7

Code

2.8

Compensation

2.9

Director

2.10

Disabled

2.11

Employer

2.12

ERISA

2.13

Identification Date

2.14

Participant

2.15

Plan

2.16

Plan Sponsor

2.17

Plan Year

2.18

Related Employer

2.19

Retirement

2.20

Separation from Service

2.21

Specified Employee

2.22

Unforeseeable Emergency

2.23

Valuation Date

ARTICLE 3 — PARTICIPATION

3.1

Participation

3.2

Termination of Participation

ARTICLE 4 — PARTICIPANT ELECTIONS

4.1

Deferral Form

4.2

Amount of Deferral

4.3

Timing of Election to Defer

4.4

Election of Payment Schedule and Form of Payment

ARTICLE 5 — EMPLOYER CONTRIBUTIONS

ARTICLE 6 — ACCOUNTS AND CREDITS

6.1

Establishment of Account

6.2

Credits to Account

ARTICLE 7 — INVESTMENT OF CONTRIBUTIONS

7.1

Investment Options

7.2

Adjustment of Accounts

ARTICLE 8 — RIGHT TO BENEFITS

8.1

Vesting

8.2

Death

8.3

Disability

ARTICLE 9 — DISTRIBUTION OF BENEFITS

9.1

Amount of Benefits

9.2

Method and Timing of Distributions

9.3

Unforeseeable Emergency

9.4

Payment Election Overrides

9.5

Cashouts of Amounts Not Exceeding Stated Limit

9.6

Required Delay in Payment to Specified Employees

9.7

Change in Control

9.8

Permissible Delays in Payment

ARTICLE 10 — AMENDMENT AND TERMINATION

10.1

Amendment by Plan Sponsor

10.2

Plan Termination Following Change in Control or Corporate Dissolution

10.3

Other Plan Terminations

ARTICLE 11 — THE TRUST

11.1

Establishment of Trust

11.2

Grantor Trust

11.3

Investment of Trust Funds

ARTICLE 12 — PLAN ADMINISTRATION

12.1

Powers and Responsibilities of the Administrator

12.2

Claims and Review Procedures

12.3

Plan Administrative Costs

ARTICLE 13 — MISCELLANEOUS

13.1

Unsecured General Creditor of the Employer

13.2

Employer’s Liability

13.3

Limitation of Rights

13.4

Anti-Assignment

13.5

Facility of Payment

13.6

Notices

13.7

Tax Withholding

13.8

Indemnification

13.9

Permitted Acceleration of Payment

13.10

Governing Law

1.1

Plan. The Plan will be referred to by the name specified in the Adoption Agreement.

1.2

Effective Dates.

(a)

Original Effective Date. The Original Effective Date is the date as of which the Plan was initially adopted.

(b)

Amendment Effective Date. The Amendment Effective Date is the date specified in the Adoption Agreement as of which the Plan is amended and restated. Except to the extent otherwise provided herein or in the Adoption Agreement, the Plan shall apply to amounts deferred and benefit payments made on or after the Amendment Effective Date.

(c)

Special Effective Date. A Special Effective Date may apply to any given provision if so specified in Appendix A of the Adoption Agreement. A Special Effective Date will control over the Original Effective Date or Amendment Effective Date, whichever is applicable, with respect to such provision of the Plan.

2.1

"Account" means an account established for the purpose of recording amounts credited on behalf of a Participant and any income, expenses, gains, losses or distributions included thereon. The Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant or to the Participant’s Beneficiary pursuant to the Plan.

2.2

"Administrator" means the Benefits Administrative Committee appointed by the Board as designated by the Plan Sponsor in Section 1.05 of the Adoption Agreement.

2.3

"Adoption Agreement" means the agreement adopted by the Plan Sponsor that establishes the Plan.

2.4

"Beneficiary" means the persons, trusts, estates or other entities entitled under Section 8.2 to receive benefits under the Plan upon the death of a Participant.

2.5

"Board" or "Board of Directors" means the Board of Directors (or a Board Committee designated by the Board) of the Plan Sponsor.

2.6

"Change in Control" means the occurrence of an event involving the Plan Sponsor that is described in Section 9.7.

2.7

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

2.8

"Compensation" has the meaning specified in Section 3.01 of the Adoption Agreement.

2.9

"Director" means a member of the Board who is not an executive employee of the Plan Sponsor.

2.10

"Disabled" means a determination by the Administrator that the Participant is either (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically determinable physical or mental impairment which can be

expected to result in death or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Employer employing the Participant. A Participant will be considered Disabled if he is determined to be totally disabled by the Social Security Administration or the Railroad Retirement Board.

All determinations of whether a Participant is Disabled will be made in accordance with Code Section 409A(a)(2)(C) and the final regulations thereunder.

2.11

"Employer" means the Plan Sponsor and any other entity which is authorized by the Plan Sponsor to participate in and, in fact, does adopt the Plan.

2.12

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

2.13

"Identification Date" means the date as of which Specified Employees are determined which is specified in Section 1.06 of the Adoption Agreement.

2.14

"Participant" means a Director who commences participation in the Plan in accordance with Article 3.

2.15

"Plan" means the unfunded plan of deferred compensation set forth herein, including the Adoption Agreement and any trust agreement, as adopted by the Plan Sponsor and as amended from time to time.

2.16

"Plan Sponsor" means the entity identified in Section 1.03 of the Adoption Agreement.

2.17

"Plan Year" means the period identified in Section 1.02 of the Adoption Agreement.

2.18

"Related Employer" means the Employer and (a) any corporation that is a member of a controlled group of corporations as defined in Code Section 414(b) that includes the Employer and (b) any trade or business that is under common control as defined in Code Section 414(c) that includes the Employer, as determined in accordance with Reg. Sec. 1.409A-1(g).

2.19

"Retirement" has the meaning specified in 6.01(f) of the Adoption Agreement.

2.20

"Separation from Service" means the date that the Participant dies, retires or otherwise has a termination of employment with respect to all entities comprising the Related Employer. A Separation from Service

does not occur if the Participant is on military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed 6 months or such longer period during which the Participant’s right to re-employment is provided by statute or contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Related Employer. If the period of leave exceeds 6 months and the Participant’s right to re-employment is not provided either by statute or contract, a Separation from Service will be deemed to have occurred on the first day following the 6-month period. If the period of leave is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 6 months, where the impairment causes the Participant to be unable to perform the duties of his position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for the 6-month period.

Whether a termination of employment has occurred is based on whether the facts and circumstances indicate that the Related Employer and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than 20% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Related Employer if the employee has been providing services to the Related Employer for less than 36 months).

An independent contractor is considered to have experienced a Separation from Service with the Related Employer upon the expiration of the contract (or, in the case of more than one contract all contracts) under which services are performed for the Related Employer if the expiration constitutes a good-faith and complete termination of the contractual relationship.

If a Participant provides services as both an employee and an independent contractor of the Related Employer, the Participant must separate from service both as an employee and as an independent contractor to be treated as having incurred a Separation from Service. If a Participant ceases providing services as an independent contractor and begins providing services as an employee, or ceases providing services as an employee and begins providing services as an independent contractor, the Participant will not be considered to have experienced a Separation from Service until the Participant has ceased providing services in both capacities.

If a Participant provides services both as an employee and as a member of the board of directors of a corporate Related Employer (or an analogous position with respect to a noncorporate Related Employer), the services provided as a director are not taken into account in determining whether the Participant has incurred a Separation from Service as an employee for purposes of a nonqualified deferred compensation plan in which the Participant participates as an employee that is not aggregated under Code Section 409A with any plan in which the Participant participates as a director.

If a Participant provides services both as an employee and as a member of board of directors of a corporate related Employer (or an analogous position with respect to a noncorporate Related Employer), the services provided as an employee are not taken into account in determining whether the Participant has experienced a Separation from Service as a director for purposes of a nonqualified deferred compensation plan in which the Participant participates as a director that is not aggregated under Code Section 409A with any plan in which the Participant participates as an employee.

For purposes of this Section 2.20, the term Related Employer shall have the meaning set forth in Section 2.18, except that (i) "at least 50%" shall be substituted for "at least 80%" where the latter appears in Code Sections 1563(a)(1), (2), and (3) for purposes of determining a controlled group of corporations under Code Section 414(b), and (ii) "at least 50%" shall be substituted for "at least 80%" where the latter appears in Reg. Sec. 1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Code Section 414(c).

All determinations of whether a Separation from Service has occurred will be made in accordance with Code Section 409A(a)(2)(A)(i) and the final regulations thereunder.

2.21

"Specified Employee" means an employee who satisfies the conditions set forth in Section 9.6.

2.22

"Unforeseeable Emergency" means a severe financial hardship of the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or the Participant’s dependent (as defined in Code Section 152, without regard to Code Section 152(b)(1), (b)(2) and (d)(1)(B); loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

All determinations of whether an Unforeseeable Emergency has occurred will be made in accordance with Code Section 409A(a)(2)(B)(ii) and the final regulations thereunder.

2.23

"Valuation Date" means each business day of the Plan Year.

3.1

Participation. The Participants in the Plan shall be those Directors who satisfy the requirements of Section 2.01 of the Adoption Agreement.

3.2

Termination of Participation. The Administrator may terminate a Participant’s participation in the Plan in a manner consistent with Code Section 409A.

4.1

Deferral Form. If permitted by the Plan Sponsor in accordance with Section 4.01 of the Adoption Agreement, each Director may elect to defer his Compensation within the meaning of Section 3.01 of the Adoption Agreement by executing in writing or electronically, a deferral form in accordance with rules and procedures established by the Administrator, the provisions of this Article 4, and Code Section 409A(a)(4)(B) and the final regulations thereunder.

A new deferral form must be timely executed for each Plan Year during which the Director desires to defer Compensation. A Director who does not timely execute a deferral form shall be deemed to have elected zero deferrals of Compensation for such Plan Year.

A deferral form may be changed or revoked during the period specified by the Administrator. Except as provided in Section 9.3 or in Section 4.01(c) of the Adoption Agreement, a deferral form becomes irrevocable at the close of the specified period.

4.2

Amount of Deferral. A Director may elect to defer Compensation in any amount permitted by Section 4.01(a) of the Adoption Agreement.

4.3

Timing of Election to Defer. Each Director who desires to defer Compensation otherwise payable during a Plan Year must execute a deferral form within the period preceding the Plan Year specified by the Administrator. In addition, if the Compensation qualifies as ‘fiscal year compensation’ within the meaning of Reg. Sec. 1.409A -2(a)(6), the deferral form may be made not later than the end of the Employer’s taxable year immediately preceding the first taxable year of the Employer in which any services are performed for which such Compensation is payable.

Except as otherwise provided below, a Director who is designated as eligible to participate during a Plan Year may elect to defer Compensation otherwise payable during the remainder of such Plan Year in accordance with the rules of this Section 4.3 by executing a deferral form within the 30-day period beginning on the date the Director is designated as eligible, if permitted by Section 2.01 of the Adoption Agreement. The rules of this paragraph shall not apply unless the Director can be treated as initially eligible in accordance with Reg. Sec. 1.409A-2(a)(7).

4.4

Election of Payment Schedule and Form of Payment.

All elections of a payment schedule and a form of payment will be made in accordance with rules and procedures established by the Administrator and the provisions of this Section 4.4, as determined in accordance with Reg. Sec. 1.409A-2(a).

Employer contributions are not permitted under the Plan.

6.1

Establishment of Account. For accounting and computational purposes only, the Administrator will establish and maintain an Account on behalf of each Participant which will reflect the credits made pursuant to Section 6.2, distributions or withdrawals, along with the earnings, expenses, gains and losses allocated thereto, attributable to the hypothetical investments made with the amounts in the Account as provided in Article 7. The Administrator will establish and maintain such other records and accounts, as it decides in its discretion to be reasonably required or appropriate to discharge its duties under the Plan.

6.2

Credits to Account. A Participant’s Account will be credited for each Plan Year with the amount of his elective deferrals under Section 4.1 at the time the Administrator determines in its absolute discretion.

6.3

Sub-Accounts. The Administrator will establish and maintain such other accounts or sub-accounts as the Administrator deems necessary or desirable in order to effectuate the purposes of Sections 6.1 and 6.2 and Articles 7 and 9.

7.1

Investment Options. The amount credited to each Account shall be treated as invested in the investment options designated for this purpose by the Administrator.

7.2

Adjustment of Accounts. The amount credited to each Account shall be adjusted for hypothetical investment earnings, expenses, gains or losses in an amount equal to the earnings, expenses, gains or losses attributable to the investment options selected by the party designated in Section 9.01 of the Adoption Agreement from among the investment options provided in Section 7.1. If permitted by Section 9.01 of the Adoption Agreement, a Participant (or the Participant’s Beneficiary after the death of the Participant) may, in accordance with rules and procedures established by the Administrator, select the investments from among the options provided in Section 7.1 to be used for the purpose of calculating future hypothetical investment adjustments to the Account or to future credits to the Account under Section 6.2 effective as the Valuation Date coincident with or next following notice to the Administrator. Each Account shall be adjusted as of each Valuation Date to reflect: (a) the hypothetical earnings, expenses, gains and losses described above; (b) amounts credited pursuant to Section 6.2; and (c) distributions or withdrawals. In addition, each Account may be adjusted for its allocable share of the hypothetical costs and expenses associated with the maintenance of the hypothetical investments provided in Section 7.1.

8.1

Vesting. Except as otherwise provided in Article 13.1, 13.2 and 13.3, a Participant, at all times, has the 100% nonforfeitable interest in the amounts credited to his Account attributable to his elective deferrals made in accordance with Section 4.1.

8.2

Death. The Plan Sponsor may elect to permit distributions upon Death in accordance with Section 6.01(b) or Section 6.01(d) of the Adoption Agreement. If the Plan Sponsor does not elect to permit distributions upon death in accordance with Section 6.01(b) or Section 6.01(d) of the Adoption Agreement, the vested amount credited to the Participant’s Account will be paid in accordance with the provisions of Article 9.

A Participant may designate a Beneficiary or Beneficiaries, or change any prior designation of Beneficiary or Beneficiaries in accordance with rules and procedures established by the Administrator.

A copy of the death notice or other sufficient documentation must be filed with and approved by the Administrator. If upon the death of the Participant there is, in the opinion of the Administrator, no designated Beneficiary for part or all of the Participant’s vested Account, such amount will be paid to his estate (such estate shall be deemed to be the Beneficiary for purposes of the Plan) in accordance with the provisions of Article 9.

8.3

Disability. The Plan Sponsor may elect to permit distributions upon Disability in accordance with Section 6.01(b) or Section 6.01(d) of the Adoption Agreement, the determination of whether a Participant has incurred a Disability shall be made by the Administrator in its sole discretion.

9.1

Amount of Benefits. The vested amount credited to a Participant’s Account as determined under Articles 6, 7 and 8 shall determine and constitute the basis for the value of benefits payable to the Participant under the Plan.

9.2

Method and Timing of Distributions. Except as otherwise provided in this Article 9 and Article 10, distributions under the Plan shall be made in accordance with the elections made or deemed made by the Participant under Article 4. Subject to the provisions of Section 9.6 requiring a 6 month delay for certain distributions to Specified Employees, distributions following a payment event shall commence at the time specified in Section 6.01(a) of the Adoption Agreement. If permitted by Section 6.01(g) of the Adoption Agreement, a Participant may irrevocably elect, at least 12 months before a scheduled distribution event, to delay the payment date for a minimum period of 60 months from the originally scheduled date of payment, provided that, such irrevocable election will be effective no earlier than 12 months after it is made, in accordance with Code Section 409A(a)(4)(C) and the final regulations thereunder. The distribution election change must be made in accordance with procedures and rules established by the Administrator. The Participant may, at the same time the date of payment is deferred, change the form of payment but such change in the form of payment may not effect an acceleration of payment in violation of Code Section 409A(a)(3) or the provisions of Reg. Sec. 1.409A-2(b). For purposes of this Section 9.2, a series of installment payments is always treated as a single payment and not as a series of separate payments.

9.3

Unforeseeable Emergency. A Participant may request a distribution due to an Unforeseeable Emergency if the Plan Sponsor has elected to permit Unforeseeable Emergency withdrawals under Section 8.01(a) of the Adoption Agreement. The request must be in writing and must be submitted to the Administrator along with evidence that the circumstances constitute an Unforeseeable Emergency. The Administrator has the discretion to require whatever evidence it deems necessary to determine whether a distribution is warranted. Whether a Participant has incurred an Unforeseeable Emergency will be determined by the Administrator on the basis of the relevant facts and circumstances in its sole discretion, but, in no event, will a distribution on account of an Unforeseeable Emergency be made to the extent the Unforeseeable Emergency is or may be relieved: (a) through reimbursement or compensation by insurance or otherwise, (b) by liquidation of the Participant’s assets to the extent such liquidation would not itself cause severe financial hardship, or (c) by

cessation of deferrals under the Plan. A distribution due to an Unforeseeable Emergency must be limited to the amount reasonably necessary to satisfy the emergency need and may include any amounts necessary to pay any federal, state, local or foreign income taxes or penalties reasonably anticipated to result from the distribution. The distribution will be made in the form of a single lump sum cash payment. The distribution may be made from any nonqualified plan in which the Participant participates that provides for payment upon an Unforeseeable Emergency, provided that the nonqualified plan under which payment is to be made was designated at the time of payment. If permitted by Section 8.01(b) of the Adoption Agreement, a Participant’s deferral elections for the remainder of the Plan Year will not be cancelled upon a withdrawal due to Unforeseeable Emergency. If the payment of all or any portion of the Participant’s vested Account is being delayed in accordance with Section 9.6 at the time he experiences an Unforeseeable Emergency, the amount being delayed shall not be subject to the provisions of this Section 9.3 until the expiration of the 6-month period of delay required by Section 9.6.

9.4

Payment Election Overrides. If the Plan Sponsor has elected one or more payment election overrides in accordance with Section 6.01(d) of the Adoption Agreement, the following provisions apply. Upon the occurrence of the first event selected by the Plan Sponsor, the remaining vested amount credited to the Participant’s Account shall be paid in the form designated to the Participant or his Beneficiary regardless of whether the Participant had made different elections of time and /or form of payment or whether the Participant was receiving installment payments at the time of the event.

9.5

Cashouts Of Amounts Not Exceeding Stated Limit. If the vested amount credited to the Participant’s Account does not exceed the limit established for this purpose by the Plan Sponsor in Section 6.01(e) of the Adoption Agreement at the time he incurs a Separation from Service for any reason, the Employer shall distribute such amount to the Participant at the time specified in Section 6.01(a)(i)(B) of the Adoption Agreement in a single lump sum cash payment following such Separation from Service regardless of whether the Participant had made different elections of time or form of payment as to the vested amount credited to his Account or whether the Participant was receiving installments at the time of such termination. The cashout of any amounts described in Section 1.3 shall be determined in accordance with Appendix B of the Adoption Agreement.

9.6

Required Delay in Payment to Specified Employees . Except as otherwise provided in this Section 9.6, a distribution made on account of Separation from Service (or Retirement, if applicable) to a Participant who is a Specified Employee as of the date of his Separation from Service (or Retirement, if applicable) shall not be made before the date which is 6

months after the date of Separation from Service (or Retirement, if applicable) (the "6 month delay"). If the distribution of any amount is delayed as a result of the previous sentence, then each payment to which the Participant is otherwise entitled upon a Separation from Service shall be delayed by 6 months. Any remaining payments due under the Plan shall be paid as otherwise provided in the Plan.

9.7

Change in Control. If the Plan Sponsor has elected to permit distributions upon a Change in Control, the following provisions shall apply. A distribution made upon a Change in Control will be made at the time specified in Section 6.01(a) of the Adoption Agreement in the form elected by the Participant in accordance with the procedures described in Article 4. Alternatively, if the Plan Sponsor has elected in accordance with Section 11.02 of the Adoption Agreement to require distributions upon a Change in Control, the Participant’s remaining vested Account shall be paid to the Participant or the Participant’s Beneficiary at the time specified in Section 6.01(a) of the Adoption Agreement as a single lump sum payment. A Change in Control, for purposes of the Plan, will occur upon a change in the ownership of the Plan Sponsor, a change in th