8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):
December 13, 2005

INGRAM MICRO INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-12203	62-1644402
(State of incorporation	(Commission File	(I.R.S. Employer
or organization)	Number)	Identification No.)

1600 E. St. Andrew Place
Santa Ana, CA 92799-5125
(Address, including zip code of Registrant’s principal executive offices)

Registrant’s telephone number, including area code: (714) 566-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 99.1

EXHIBIT 99.2

EXHIBIT 99.3

EXHIBIT 99.4

EXHIBIT 99.5

EXHIBIT 99.6

Item 1.01 Entry into a Material Definitive Agreement.

On December 13, 2005, the Human Resources Committee of the Board of Directors of Ingram Micro Inc. (the “Company”) took the following actions:

• Established objective performance metrics over a three-year period for payout of restricted stock related awards under the Company’s 2006 Executive Long-Term Performance Share Program (the “2006 ELTP”) pursuant to the Company’s Executive Incentive Plan and the Company’s 2003 Equity Incentive Plan (the “2003 Plan”). Minimum performance standards were also established below which no payments will be made. The Company’s executive officers are eligible to participate in the 2006 ELTP.

• Established objective performance metrics for the 2006 fiscal year for payout of cash awards under the Company’s 2006 Annual Executive Incentive Award Program (the “2006 AEIAP”). The Company’s executive officers are eligible to participate in the 2006 AEIAP.

• Approved an increase exceeding 10%, effective December 31, 2005, in the annual base salary of the following executive officer:

– William D. Humes, Executive Vice President and Chief Financial Officer (from $385,000 to $430,000)

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Current form of Non-Qualified Stock Option Award Agreement (U.S.) for awards granted under the 2003 Plan
99.2	Current form of Non-Qualified Stock Option Award Agreement (Non-U.S.) for awards granted under the 2003 Plan
99.3	Current form of Restricted Stock Award Agreement for time vested awards granted under the 2003 Plan
99.4	Current form of Restricted Stock Unit Award Agreement for time vested awards granted under the 2003 Plan
99.5	Current form of Restricted Stock Award Agreement for performance vested awards granted under the 2003 Plan
99.6	Current form of Restricted Stock Unit Award Agreement for performance vested awards granted under the 2003 Plan

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INGRAM MICRO INC.
By:	/s/ Larry C. Boyd
Name:	Larry C. Boyd
Title:	Senior Vice President,
	Secretary and General Counsel

Date: December 16, 2005

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Current form of Non-Qualified Stock Option Award Agreement (U.S.) for awards granted under the 2003 Plan
99.2	Current form of Non-Qualified Stock Option Award Agreement (Non-U.S.) for awards granted under the 2003 Plan
99.3	Current form of Restricted Stock Award Agreement for time vested awards granted under the 2003 Plan
99.4	Current form of Restricted Stock Unit Award Agreement for time vested awards granted under the 2003 Plan
99.5	Current form of Restricted Stock Award Agreement for performance vested awards granted under the 2003 Plan
99.6	Current form of Restricted Stock Unit Award Agreement for performance vested awards granted under the 2003 Plan

EX-99.1

EXHIBIT 99.1

INGRAM MICRO INC.
2003 Equity Incentive Plan

NON-QUALIFIED STOCK OPTION
AWARD AGREEMENT

     Section 1. Grant of Option. As of [Insert Grant Date], Ingram Micro Inc. (“Micro”) hereby grants to [Legal Name] (“Optionee”) a non-qualified stock option (the “Option”) exercisable in whole or in part, to purchase, pursuant to the terms hereof, X,XXX shares of Class A Common Stock, $.01 par value per share, of Micro’s 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. 2003 Equity Incentive Plan (the “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) This Option shall become exercisable set forth below:

          Shares           Vesting Date

     (b) The Option may not be exercised after 5:00pm (PST) in Santa Ana, California, on [Insert Date].

     Section 4. Manner of Exercise. This Option shall be exercised by Optionee (or other party entitled to exercise the Option under Section 6(b) of this Award Agreement) by delivering written notice to the stock plan administrator stating the number of shares of Common Stock being purchased and the address and Social Insurance number of the purchaser, together with payment of the purchase price for the shares of Common Stock being purchased in a manner permitted by Section 6(d) of the Plan and plus an amount sufficient to satisfy the tax withholding requirement set forth in Section 14(e) of the Plan, if necessary.

     Section 5. Nontransferability of Option. This Option shall not be transferable by Optionee otherwise 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.

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     Section 6. Termination of Employment (as defined under Section 11 of the Plan).

(a) If your employment is terminated for any reason other than death, Disability, Retirement or Cause your vested Non-Qualified Stock Options and Stock Appreciation Rights will expire 90 days from your termination. Unless the Committee otherwise provides, if your employment with us or any of our Affiliates is terminated for any reason other than your death, Disability, Retirement or Cause, your Non-Qualified Stock Options and Stock Appreciation Rights will expire 90 days (or, if later, on the 15^th day following the end of any Micro-imposed restrictions in effect during such 90 day period on your ability to engage in transactions involving Shares (such 15^th day, the “Extended Date”)) following such termination, or the date your Options or Stock Appreciation Rights would otherwise expire by their terms, had it not been for your termination date. Your Non-Qualified Stock Options or Stock Appreciation Rights will be exercisable prior to the expiration date only if they would be exercisable on the date of your termination of employment. Any time you spend in the status of “leave without pay” extends the period otherwise required for purposes of determining the extent to which any Award or portion has vested or become exercisable or nonforfeitable.

     (b) If your employment is terminated as a result of your death, your vested Non-Qualified Stock Options and Stock Appreciation Rights will expire five years from your date of death. Unless the Committee otherwise provides, if you die while employed by us or any of our Affiliates, your estate will have the right to exercise your vested Non-Qualified Stock Options and Stock Appreciation Rights through the fifth anniversary of your death, but not later than the date your Options or Rights would otherwise expire by their terms.

     (c) If your employment is terminated as a result of your death, your unvested Non-Qualified Stock Options and Stock Appreciation Rights will immediately vest and will expire five years from your date of death. Unless the Committee otherwise provides, if you die while employed by us or any of our Affiliates, your unvested Non-Qualified Stock Options and Stock Appreciation Rights will immediately vest. Your estate will have the right to exercise your newly vested Non-Qualified Stock Options and Stock Appreciation Rights through the fifth anniversary of your death, but not later than the date your Options or Rights would otherwise expire by their terms.

     (d) If your employment is terminated as a result of your Disability, your vested Non-Qualified Stock Options and Stock Appreciation Rights will expire five years from your disability termination date.

     (e) If your employment is terminated as a result of your Disability, your unvested Non-Qualified Stock Options and Stock Appreciation Rights will immediately vest and will expire five years from your disability termination date. You will have the right to exercise your newly vested Non-Qualified Stock

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Options and Stock Appreciation Rights through the fifth anniversary of your disability termination date, but not later than the date your Options or Rights would otherwise expire by their terms.

     (f) If your employment is terminated due to Retirement, your vested Non-Qualified Options and Stock Appreciation Rights will expire five years from your retirement date. Unless the Committee otherwise provides, if you retire from employment with us or any of our Affiliates, you will have the right to exercise your vested Non-Qualified Stock Options and Stock Appreciation Rights through the fifth anniversary of your retirement date, but not later than the date your Options or Rights would otherwise expire by their terms. Unless the Committee otherwise permits, the Committee has determined that the term “Retirement” means that your 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: (1) you are at least 50 years of age, (2) you have completed at least five years of service with the Company and our Affiliates.

     (g) If your employment is terminated for Cause. In the event Awardee’s employment with Micro or an Affiliate is involuntarily terminated by Micro or an Affiliate for cause (“cause” shall mean Awardee’s commission of a felony, gross negligence, fraud or material failure to use his/her best efforts to perform his/her duties to Micro or an Affiliate, which material failure continues for a period of 30 days following written notice thereof from Micro or an Affiliate), Awardee’s unvested Non-Qualified Stock Option or Stock Appreciation Right Award will be cancelled (forfeited) on such termination date. Upon Awardee’s termination for cause during the period before the Non-Qualified Stock Option or Stock Appreciation Right Award has vested, Awardee forfeits Awardee’s rights to the then unvested Non-Qualified Stock Option or Stock Appreciation Right Award.

     (h) Except as the Committee may otherwise determine, termination of Awardee’s employment or service for any reason shall occur on the date such Awardee ceases to perform services for Micro or any Affiliate without regard to whether such Awardee 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 Awardee is no longer a member of the Board.

     (i) If you are employed outside the United States. Unless the Committee otherwise provides, in the event of your termination of employment for any reason other than death, Disability, Retirement or Cause, if you are employed outside the United States, your right to exercise any Non-Qualified Stock Option and Stock Appreciation Rights shall terminate, and such Option or Stock Appreciation Right shall expire and lapse, on the earlier of (x) the 90th day (or if later, the Extended Date) following the first to occur of (1) the time Micro or its Affiliate (your employer) gives notice to you of your termination of employment, or (2) you give notice to Micro or its Affiliate (your employer) to terminate your employment, or (3) if no such notice is given, on the date your employment with Micro or its Affiliate (your employer) is terminated (whichever the first to occur of (1), (2) or (3) collectively, “Notice/Termination”) or (y) the date such Option or Stock Appreciation Right would have expired had it not been for the Notice/Termination. You 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 Notice/Termination and shall not have been exercised. You shall not be entitled and, by accepting the grant of any Non-Qualified Stock Option or Stock Appreciation Right, shall be deemed irrevocably to have waived any entitlement, by way of compensation for loss of office or damages for breach of contract or otherwise, to any sum or other benefit to compensate for the loss of any rights under the Plan.

     Section 7. Restrictions on Purchase and Sale of Shares. Micro shall not be obligated to sell or issue any shares of Common Stock 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.

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     Section 8. Adjustment. The number of shares of Common Stock 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.

(a)	Nature of Grant.
	In accepting the grant, you acknowledge that:
(i)	the Plan is established voluntarily by Micro, it is discretionary in nature and it may be modified, suspended or terminated by Micro at any time, unless otherwise provided in the Plan and this Award Agreement;
(ii)	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 the past;
(iii)	all decisions with respect to future option grants, if any, will be at the sole discretion of Micro;
(iv)	your participation in the Plan shall not create a right to further employment with your employer and shall not interfere with the ability of your employer to terminate your employment relationship at any time with or without cause;
(v)	you are voluntarily participating in the Plan;
(vi)	the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to

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Micro or your employer, and which is outside the scope of your employment contract, if any;

(vii)	the Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;
(viii)	in the event that you are an employee of a subsidiary or Affiliate of Micro, the option grant 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 with your employer or any subsidiary or Affiliate of Micro;
(ix)	the future value of the underlying shares is unknown and cannot be predicted with certainty;
(x)	if the underlying shares do not increase in value, the Option will have no value;
(xi)	if you exercise your Option and obtain shares, the value of those shares acquired upon exercise may increase or decrease in value, even below the Option price;
(xii)	in consideration of the option grant, no claim or entitlement to compensation or damages shall arise from termination of the Options or diminution in value of the Option or shares purchased through exercise of the Option resulting from termination of your employment by Micro or your employer (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release Micro and your 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, you shall be deemed irrevocably to have waived your entitlement to pursue such claim; and
(xiii)	notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of your employment (whether or not in breach of local labor laws), your right to receive options under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and 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); furthermore, in the event of involuntary termination of employment (whether or not in breach

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of local labor laws), your right to exercise the Option after termination of employment, if any, will not be extended by any notice period mandated under local law.

     (b) Tax Reporting and Payment Liability. Regardless of any action Micro or your employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that Micro and/or your 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 the grant, vesting or exercise of the Option and the subsequent sale of shares; and (2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate your liability for Tax-Related Items.

          Prior to the exercise of the Option, you shall pay or make adequate arrangements satisfactory to Micro or your employer to satisfy all withholding and payment on account obligations of Micro or your employer. In this regard, you authorize Micro or your employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by Micro and/or your employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, Micro or your employer may withhold in shares, provided that Micro or your employer only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, you shall pay to Micro or your employer any amount of Tax-Related Items that Micro or your employer may be required to withhold as a result of your participation in the Plan or your purchase of shares that cannot be satisfied by the means previously described. Micro or your employer may refuse to honor the exercise and refuse to deliver the shares if you fail to comply with your obligations in connection with the Tax-Related Items as described in this section.

     (c) Data Privacy Consent. You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by and among, as applicable, your employer and Micro for the exclusive purpose of implementing, administering and managing your participation in the Plan.

     You understand that Micro and your employer hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance 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 your favor, for the purpose of implementing, administering and managing the Plan (“Data”). You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be

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located in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom you may elect to deposit any shares of stock acquired upon exercise of the Option. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan as determined by Micro. You understand that you 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 your local human resources representative. You understand, however, that refusing or withdrawing your consent may adversely affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

     (d) Governing Law. The option grant is governed by and subject to, the laws of the state of Delaware, as provided in the Plan.

     (e) Language. If you have received this or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control.

     (f) Electronic Delivery. Micro may, in its sole discretion, decide to deliver any documents related to the Option granted hereunder, or future options that may be granted under the Plan, by electronic means or request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, 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. Reserved

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     Section 15. In order to exercise this Option, you 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.

Matthew A. Sauer
SVP, Human Resources – WW

Accepted and agreed as to the foregoing:

OPTIONEE

Name

Date

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EX-99.2

EXHIBIT 99.2

INGRAM MICRO INC.
2003 Equity Incentive Plan

NON-QUALIFIED STOCK OPTION
AWARD AGREEMENT

     Section 1. Grant of Option. As of [Insert Grant Date], Ingram Micro Inc. (“Micro”) hereby grants to [Legal Name] (“Optionee”) a non-qualified stock option (the “Option”) exercisable in whole or in part, to purchase, pursuant to the terms hereof, X,XXX shares of Class A Common Stock, $.01 par value per share, of Micro’s 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. 2003 Equity Incentive Plan (the “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) This Option shall become exercisable set forth below:

          Shares           Vesting Date

     (b) The Option may not be exercised after 5:00pm (PST) in Santa Ana, California, on [Insert Date].

     Section 4. Manner of Exercise. This Option shall be exercised by Optionee (or other party entitled to exercise the Option under Section 6(b) of this Award Agreement) by delivering written notice to the stock plan administrator stating the number of shares of Common Stock being purchased and the address and Social Insurance number of the purchaser, together with payment of the purchase price for the shares of Common Stock being purchased in a manner permitted by Section 6(d) of the Plan and plus an amount sufficient to satisfy the tax withholding requirement set forth in Section 14(e) of the Plan, if necessary.

     Section 5. Nontransferability of Option. This Option shall not be transferable by Optionee otherwise 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.

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     Section 6. Termination of Employment (as defined under Section 11 of the Plan).

     (a) If your employment is terminated for any reason other than death, Disability, Retirement or Cause, your vested Non-Qualified Stock Options and Stock Appreciation Rights will expire 90 days from your termination. Unless the Committee otherwise provides, if your employment with us or any of our Affiliates is terminated for any reason other than your death, Disability, Retirement or Cause, your Non-Qualified Stock Options and Stock Appreciation Rights will expire 90 days (or, if later, on the 15^th day following the end of any Micro-imposed restrictions in effect during such 90 day period on your ability to engage in transactions involving Shares (such 15^th day, the “Extended Date”)) following such termination, or the date your Options or Stock Appreciation Rights would otherwise expire by their terms, had it not been for your termination date. Your Non-Qualified Stock Options or Stock Appreciation Rights will be exercisable prior to the expiration date only if they would be exercisable on the date of your termination of employment. Any time you spend in the status of “leave without pay” extends the period otherwise required for purposes of determining the extent to which any Award or portion has vested or become exercisable or nonforfeitable.

     (b) If your employment is terminated as a result of your death, your vested Non-Qualified Stock Options and Stock Appreciation Rights will expire five years from your date of death. Unless the Committee otherwise provides, if you die while employed by us or any of our Affiliates, your estate will have the right to exercise your vested Non-Qualified Stock Options and Stock Appreciation Rights through the fifth anniversary of your death, but not later than the date your Options or Rights would otherwise expire by their terms.

     (c) If your employment is terminated as a result of your death, your unvested Non-Qualified Stock Options and Stock Appreciation Rights will immediately vest and will expire five years from your date of death. Unless the Committee otherwise provides, if you die while employed by us or any of our Affiliates, your unvested Non-Qualified Stock Options and Stock Appreciation Rights will immediately vest. Your estate will have the right to exercise your newly vested Non-Qualified Stock Options and Stock Appreciation Rights through the fifth anniversary of your death, but not later than the date your Options or Rights would otherwise expire by their terms.

     (d) If your employment is terminated as a result of your Disability, your vested Non-Qualified Stock Options and Stock Appreciation Rights will expire five years from your disability termination date.

     (e) If your employment is terminated as a result of your Disability, your unvested Non-Qualified Stock Options and Stock Appreciation Rights will immediately vest and will expire five years from your disability termination date. You will have the right to exercise your newly vested Non-Qualified Stock

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Options and Stock Appreciation Rights through the fifth anniversary of your disability termination date, but not later than the date your Options or Rights would otherwise expire by their terms.

     (f) If your employment is terminated due to Retirement, your vested Non-Qualified Options and Stock Appreciation Rights will expire five years from your retirement date. Unless the Committee otherwise provides, if you retire from employment with us or any of our Affiliates, you will have the right to exercise your vested Non-Qualified Stock Options and Stock Appreciation Rights through the fifth anniversary of your retirement date, but not later than the date your Options or Rights would otherwise expire by their terms. Unless the Committee otherwise permits, the Committee has determined that the term “Retirement” means that your 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: (1) you are at least 50 years of age, (2) you have completed at least five years of service with the Company and our Affiliates.

     (g) If your employment is terminated for Cause. In the event Awardee’s employment with Micro or an Affiliate is involuntarily terminated by Micro or an Affiliate for cause (“cause” shall mean Awardee’s commission of a felony, gross negligence, fraud or material failure to use his/her best efforts to perform his/her duties to Micro or an Affiliate, which material failure continues for a period of 30 days following written notice thereof from Micro or an Affiliate), Awardee’s unvested Non-Qualified Stock Option or Stock Appreciation Right Award will be cancelled (forfeited) on such termination date. Upon Awardee’s termination for cause during the period before the Non-Qualified Stock Option or Stock Appreciation Right Award has vested, Awardee forfeits Awardee’s rights to the then unvested Non-Qualified Stock Option or Stock Appreciation Right Award.

     (h) Except as the Committee may otherwise determine, termination of Awardee’s employment or service for any reason shall occur on the date such Awardee ceases to perform services for Micro or any Affiliate without regard to whether such Awardee 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 Awardee is no longer a member of the Board.

     (i) If you are employed outside the United States. Unless the Committee otherwise provides, in the event of your termination of employment for any reason other than death, Disability, Retirement or Cause, if you are employed outside the United States, your right to exercise any Non-Qualified Stock Option and Stock Appreciation Rights shall terminate, and such Option or Stock Appreciation Right shall expire and lapse, on the earlier of (x) the 90th day (or if later, the Extended Date) following the first to occur of (1) the time Micro or its Affiliate (your employer) gives notice to you of your termination of employment, or (2) you give notice to Micro or its Affiliate (your employer) to terminate your employment, or (3) if no such notice is given, on the date your employment with Micro or its Affiliate (your employer) is terminated (whichever the first to occur of (1), (2) or (3) collectively, “Notice/Termination”) or (y) the date such Option or Stock Appreciation Right would have expired had it not been for the Notice/Termination. You 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 Notice/Termination and shall not have been exercised. You shall not be entitled and, by accepting the grant of any Non-Qualified Stock Option or Stock Appreciation Right, shall be deemed irrevocably to have waived any entitlement, by way of compensation for loss of office or damages for breach of contract or otherwise, to any sum or other benefit to compensate for the loss of any rights under the Plan.

     Section 7. Restrictions on Purchase and Sale of Shares. Micro shall not be obligated to sell or issue any shares of Common Stock 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.

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     Section 8. Adjustment. The number of shares of Common Stock 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.

(a)	Nature of Grant.
	In accepting the grant, you acknowledge that:
(i)	the Plan is established voluntarily by Micro, it is discretionary in nature and it may be modified, suspended or terminated by Micro at any time, unless otherwise provided in the Plan and this Award Agreement;
(ii)	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 the past;
(iii)	all decisions with respect to future option grants, if any, will be at the sole discretion of Micro;
(iv)	your participation in the Plan shall not create a right to further employment with your employer and shall not interfere with the ability of your employer to terminate your employment relationship at any time with or without cause;
(v)	you are voluntarily participating in the Plan;
(vi)	the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to

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Micro or your employer, and which is outside the scope of your employment contract, if any;

(vii)	the Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;
(viii)	in the event that you are an employee of a subsidiary or Affiliate of Micro, the option grant 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 with your employer or any subsidiary or Affiliate of Micro;
(ix)	the future value of the underlying shares is unknown and cannot be predicted with certainty;
(x)	if the underlying shares do not increase in value, the Option will have no value;
(xi)	if you exercise your Option and obtain shares, the value of those shares acquired upon exercise may increase or decrease in value, even below the Option price;
(xii)	in consideration of the option grant, no claim or entitlement to compensation or damages shall arise from termination of the Options or diminution in value of the Option or shares purchased through exercise of the Option resulting from termination of your employment by Micro or your employer (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release Micro and your 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, you shall be deemed irrevocably to have waived your entitlement to pursue such claim; and
(xiii)	notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of your employment (whether or not in breach of local labor laws), your right to receive options under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and 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); furthermore, in the event of involuntary termination of employment, your right to exercise the

5

Option after termination of employment (whether or not in breach of local labor laws), if any, will not be extended by any notice period mandated under local law.

     (b) Tax Reporting and Payment Liability. Regardless of any action Micro or your employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that Micro and/or your 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 the grant, vesting or exercise of the Option and the subsequent sale of shares; and (2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate your liability for Tax-Related Items.

          Prior to the exercise of the Option, you shall pay or make adequate arrangements satisfactory to Micro or your employer to satisfy all withholding and payment on account obligations of Micro or your employer. In this regard, you authorize Micro or your employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by Micro and/or your employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, Micro or your employer may withhold in shares, provided that Micro or your employer only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, you shall pay to Micro or your employer any amount of Tax-Related Items that Micro or your employer may be required to withhold as a result of your participation in the Plan or your purchase of shares that cannot be satisfied by the means previously described. Micro or your employer may refuse to honor the exercise and refuse to deliver the shares if you fail to comply with your obligations in connection with the Tax-Related Items as described in this section.

     (c) Data Privacy Consent. You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by and among, as applicable, your employer and Micro for the exclusive purpose of implementing, administering and managing your participation in the Plan.

     You understand that Micro and your employer hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance 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 your favor, for the purpose of implementing, administering and managing the Plan (“Data”). You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be

6

located in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom you may elect to deposit any shares of stock acquired upon exercise of the Option. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan as determined by Micro. You understand that you 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 your local human resources representative. You understand, however, that refusing or withdrawing your consent may adversely affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

     (d) Governing Law. The option grant is governed by and subject to, the laws of the state of Delaware, as provided in the Plan.

     (e) Language. If you have received this or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control.

     (f) Electronic Delivery. Micro may, in its sole discretion, decide to deliver any documents related to the Option granted hereunder, or future options that may be granted under the Plan, by electronic means or request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, 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. See attached addendum A, which is hereby incorporated by reference.

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     Section 15. In order to exercise this Option, you 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.

Matthew A. Sauer

SVP, Human Resources — WW

Accepted and agreed as to the foregoing:

OPTIONEE

Name

Date

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Addendum A:

     Section 14. Belgium Notice. You understand that if the Award Agreement is not specifically accepted by signing and returning this agreement to Michelle Entsminger, Manager, Stock Plan Administration, at Ingram Micro Inc., 1600 E. St. Andrew Place, Santa Ana, CA 92799-5125 by [Insert Date], your Option will be deemed rejected and forfeited. In this case, you will not be entitled to retain any right to your Option. You acknowledge that you have been encouraged to discuss this matter with your financial or tax advisor and that any acceptance is made knowingly. You further acknowledge that if you do not accept the Option, you will not be entitled to any payment or benefit in lieu of the Option.

     You are required to report any security or bank account maintained outside of Belgium on your annual tax return.

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Addendum A:

     Section 14. Singapore Notice. If you are a director, associate director or shadow director of a Singapore affiliate of Micro, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singapore affiliate in writing when you receive an interest (e.g., options, shares) in Micro or any related companies. Please contact Micro to obtain a copy of the notification form. You must also notify the Singapore affiliate when you sell shares of Micro or any related company (including when you sell shares acquired under the Plan). These notifications must be made within two days of acquiring or disposing of any interest in Micro or any related company. In addition, a notification must be made of your interests in Micro or any related company within two days of becoming a director.

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EX-99.3

EXHIBIT 99.3

INGRAM MICRO INC.

2003 Equity Incentive Plan
Restricted Stock Award Agreement (“Award Agreement”)
(Time Vested)

     Section 1. Grant of Restricted Stock Award. As of [Insert Grant Date], Ingram Micro Inc., a Delaware corporation (“Micro”) hereby grants [Legal Name] (“Awardee”) a Restricted Stock Award (the “Restricted Stock Award”). This Restricted Stock Award represents the right to receive a total of up to X,XXX shares of Class A Common Stock, $.01 par value per share, of Micro’s common stock (the “Common Stock”), subject to the fulfillment of the vesting conditions set forth below and pursuant to and subject to the terms and conditions set forth in the Ingram Micro Inc. 2003 Equity Incentive Plan (the “Plan”). Capitalized terms used and not otherwise defined herein are used with the same meanings as in the Plan.

     Section 2. Restricted Stock Award. This Restricted Stock Award is not intended to qualify as an incentive stock option award as that term is used in Section 422 of the Code.

     Section 3. Time of Exercise; Expiration. This Restricted Stock Award shall become vested as set forth below:

	Vesting Date	Restriction Period
Number Of Shares	(Date that Restrictions	and/or
Awarded	Lapse)	Other Conditions

     Section 4. Acceptance of Grant. This Restricted Stock Award shall be awarded by Micro to the Awardee. The Awardee may accept this Restricted Stock Award (within 30 days of grant) by delivering written notice to the stock plan administrator together with payment, by cash or check, of the purchase price for the shares of Common Stock.

     Section 5. Nontransferability of Restricted Stock Award. This Restricted Stock Award shall not be transferable by Awardee otherwise than by will or by the laws of descent and distribution. The terms of this Restricted Stock

1

Award shall be binding on the executors, administrators, heirs and successors of Awardee.

     Section 6. Termination or Suspension of Employment or Service (as generally defined under Section 11 of the Plan).

     (a) In the event Awardee voluntarily terminates his/her employment with Micro or an Affiliate, Awardee’s unvested Restricted Stock Unit Award will be cancelled (forfeited) on such termination date.

     (b) In the event Awardee’s employment with Micro or an Affiliate is terminated by Micro or an Affiliate, Awardee’s unvested Restricted Stock Unit Award will be cancelled (forfeited) on such termination date.

     (c) In the event of Awardee’s Disability or death, Awardee’s unvested Restricted Stock Unit Award will immediately vest as of the effective date of such Awardee’s Disability, as defined under the Plan or on the date of Awardee’s death.

     (d) Except as the Committee may otherwise determine, termination of Awardee’s employment or service for any reason shall occur on the date such Awardee ceases to perform services for Micro or any Affiliate without regard to whether such Awardee 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 Awardee is no longer a member of the Board.

     Section 7. Restrictions on Purchase and Sale of Shares. Micro shall not be obligated to sell or issue any shares of Common Stock pursuant to this Restricted Stock Award unless the shares are at that time effectively registered or exempt from registration under the U.S. Securities Act of 1933, as amended, and, as applicable, local laws.

     Section 8. Responsibility for Taxes. Regardless of any action Micro or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (“Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and 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 Restricted Stock Award, including the grant and vesting of the Restricted Stock Award, the subsequent sale of shares of Common Stock acquired pursuant to the Restricted Stock Award and the receipt of any dividends, if any; and (2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Award to reduce or eliminate Awardee’s liability for Tax-Related Items.

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     Prior to a taxable event, Awardee shall pay or make adequate arrangements satisfactory to Micro and/or the Employer to satisfy all withholding and payment on account obligations of Micro and/or the Employer. In this regard, Awardee authorizes Micro and/or the Employer to withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by Micro and/or the Employer or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, Micro may (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that Micro only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to Micro or the Employer any amount of Tax-Related Items that Micro or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s purchase of shares of Common Stock that cannot be satisfied by the means previously described. Micro may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this section.

     Section 9. Adjustment. The number of shares of Common Stock subject to this Restricted Stock Award and the price per share of such shares may be adjusted by Micro from time to time pursuant to the Plan.

     Section 10. Nature of the Award. By accepting this Restricted Stock Award, Awardee acknowledges that:

(1)	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, unless otherwise provided in the Plan and this Award Agreement;
(2)	the grant of the Restricted Stock Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Award, or benefits in lieu of Restricted Stock Award, even if Restricted Stock Awards have been granted repeatedly in the past;
(3)	all decisions with respect to future Restricted Stock Award grants, if any, will be at the sole discretion of Micro;
(4)	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 Awardee’s employment relationship at any time with or without cause;
(5)	participating in the Plan is voluntary;

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(6)	the Restricted Stock Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to Micro or the Employer, and which is outside the scope of Awardee’s employment contract, if any;
(7)	the Restricted Stock Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension 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 or the Employer;
(8)	in the event Awardee is not an employee of Micro, the Restricted Stock Award will not be interpreted to form an employment contract or relationship with Micro; and furthermore, the Restricted Stock Award will not be interpreted to form an employment contract with the Employer or any subsidiary or affiliate of Micro;
(9)	the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;
(10)	if Awardee accepts the Restricted Stock Award and obtains shares of Common Stock, the value of those shares of Common Stock acquired may increase or decrease in value, even below the purchase price;
(11)	in consideration of the grant of the Restricted Stock Award, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Award or diminution in value of the Restricted Stock Award or shares of Common Stock purchased under the Restricted Stock Award resulting from termination of Awardee’s employment by Micro or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and Awardee 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, Awardee shall be deemed irrevocably to have waived Awardee’s entitlement to pursue such claim; and
(12)	in the event of involuntary termination of Awardee’s employment for cause (“cause” shall mean Awardee’s commission of a felony, gross negligence, fraud or material failure to use his/her best efforts to perform his/her duties to Micro or an Affiliate, which material failure continues for a period of 30 days following written notice thereof from Micro or an Affiliate)(whether or not in breach of local labor laws), Awardee’s right to receive Restricted Stock Award and vest in the Restricted Stock Award under the Plan will terminate effective as of the date the Awardee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g.,

4

active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment for cause (whether or not in breach of local labor laws), Awardee’s right to vest in the Restricted Stock Award after termination of employment, if any, will be measured by the date of termination of Awardee’s active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when Awardee is no longer actively employed for purposes of Awardee’s grant of Restricted Stock Award.

     Section 11. Data Privacy. The Awardee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Awardee’s personal data as described in this document by and among, as applicable, Micro and Employer for the exclusive purpose of implementing, administering and managing Awardee’s participation in the Plan.

     Awardee hereby understands that Micro and the Employer hold certain personal information about the Awardee, including, but not limited to, Awardee’s name, home address and telephone number, date of birth, social insurance 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 the Awardee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). Awardee hereby understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in Awardee’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than Awardee’s country. Awardee hereby understands that Awardee may request a list with the names and addresses of any potential recipients of the Data by contacting Awardee’s local human resources representative. Awardee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Awardee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom Awardee may elect to deposit any Shares acquired upon vesting of the Restricted Stock Award. Awardee hereby understands that Data will be held only as long as is necessary to implement, administer and manage the Awardee’s participation in the Plan. Awardee hereby understands that Awardee 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 Awardee’s local human resources representative. Awardee hereby understands, however, that refusing or withdrawing the Awardee’s consent may affect the Awardee’s ability to participate in the Plan. For more information on the consequences of Awardee’s refusal to consent or withdrawal of consent,

5

human resources representative responsible for Awardee’s country at the local or regional level.

     Section 12. No Rights Until Issuance. Awardee shall have no rights hereunder as a shareholder with respect to any shares subject to this Restricted Stock Award until the date of the issuance of the stock certificate for such shares.

     Section 13. Governing Law. This Agreement shall be 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.

     Section 14. Amendment. This Restricted Stock Award may be amended as provided in the Plan.

     Section 15. Language. If the Awardee has received this or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control.

     Section 16. Electronic Delivery. Micro may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Award granted under (and participation in) the Plan or future awards that may be granted under the Plan by electronic means or to request the Awardee’s consent to participate in the Plan by electronic means. The Awardee hereby consents to receive such documents by electronic delivery and, if requested, to 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.

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     Section 17. 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 18. See attached Addendum A, if applicable, which is hereby incorporated by reference.

INGRAM MICRO INC.

Matthew A. Sauer

SVP, Human Resources — WW

Accepted and agreed as to the foregoing:
AWARDEE

Name

Date

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Addendum A:

     Section 18. Belgium Notice. You understand that if the Award Agreement is not specifically accepted by signing and returning this agreement to Michelle Entsminger, Manager, Stock Plan Administration, at Ingram Micro Inc., 1600 E. St. Andrew Place, Santa Ana, CA 92799-5125 by [Insert Date], your Award will be deemed rejected and forfeited. In this case, you will not be entitled to retain any right to your Award. You acknowledge that you have been encouraged to discuss this matter with your financial or tax advisor and that any acceptance is made knowingly. You further acknowledge that if you do not accept the Award, you will not be entitled to any payment or benefit in lieu of the Award.

     You are required to report any security or bank account maintained outside of Belgium on your annual tax return.

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Addendum A:

     Section 18. Singapore Notice. If you are a director, associate director or shadow director of a Singapore affiliate of Micro, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singapore affiliate in writing when you receive an interest (e.g., options, shares) in Micro or any related companies. Please contact Micro to obtain a copy of the notification form. You must also notify the Singapore affiliate when you sell shares of Micro or any related company (including when you sell shares acquired under the Plan). These notifications must be made within two days of acquiring or disposing of any interest in Micro or any related company. In addition, a notification must be made of your interests in Micro or any related company within two days of becoming a director.

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EX-99.4

EXHIBIT 99.4

INGRAM MICRO INC.

2003 Equity Incentive Plan
Restricted Stock Unit Award Agreement (“Award Agreement”)
(Time Vested)

     Section 1. Grant of Restricted Stock Unit Award. As of [Insert Grant Date], Ingram Micro Inc., a Delaware corporation (“Micro”) hereby grants [Legal Name] (“Awardee”) a Restricted Stock Unit Award (the “Restricted Stock Unit Award”). This Restricted Stock Unit Award represents the right to receive a total of up to X,XXX shares of Class A Common Stock, $.01 par value per share, of Micro’s common stock (the “Common Stock”), subject to the fulfillment of the vesting conditions set forth below and pursuant to and subject to the terms and conditions set forth in the Ingram Micro Inc. 2003 Equity Incentive Plan (the “Plan”). Capitalized terms used and not otherwise defined herein are used with the same meanings as in the Plan.

     Section 2. Restricted Stock Unit Award. This Restricted Stock Unit Award is not intended to qualify as an incentive stock option award as that term is used in Section 422 of the Code.

     Section 3. Time of Exercise; Expiration. This Restricted Stock Unit Award shall become vested as set forth below:

	Vesting Date
Number Of Shares	(Date that	Vesting Period and/or
Awarded	Restrictions Lapse)	Other Conditions

     Section 4. Acceptance of Grant. This Restricted Stock Unit Award shall be awarded by Micro to the Awardee. The Awardee may accept this Restricted Stock Unit Award (within 30 days of grant) by signing and delivering this Award Agreement to the stock plan administrator.

     Section 5. Nontransferability of Restricted Stock Unit Award. This Restricted Stock Unit Award shall not be transferable by Awardee otherwise than

1

by will or by the laws of descent and distribution. The terms of this Restricted Stock Unit Award shall be binding on the executors, administrators, heirs and successors of Awardee.

     Section 6. Termination or Suspension of Employment or Service (as generally defined under Section 11 of the Plan).

     (a) In the event Awardee voluntarily terminates his/her employment with Micro or an Affiliate, Awardee’s unvested Restricted Stock Unit Award will be cancelled (forfeited) on such termination date.

     (b) In the event Awardee’s employment with Micro or an Affiliate is terminated by Micro or an Affiliate, Awardee’s unvested Restricted Stock Unit Award will be cancelled (forfeited) on such termination date.

     (c) In the event of Awardee’s Disability or death, Awardee’s unvested Restricted Stock Unit Award will immediately vest as of the effective date of such Awardee’s Disability, as defined under the Plan or on the date of Awardee’s death.

     (d) Except as the Committee may otherwise determine, termination of Awardee’s employment or service for any reason shall occur on the date such Awardee ceases to perform services for Micro or any Affiliate without regard to whether such Awardee 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 Awardee is no longer a member of the Board.

     Section 7. Restrictions on Purchase and Sale of Shares. Micro shall not be obligated to sell or issue any shares of Common Stock pursuant to this Restricted Stock Unit Award unless the shares are at that time effectively registered or exempt from registration under the U.S. Securities Act of 1933, as amended, and, as applicable, local laws.

     Section 8. Responsibility for Taxes. Regardless of any action Micro or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (“Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and 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 Restricted Stock Unit Award, including the grant and vesting of the Restricted Stock Unit Award, the subsequent sale of shares of Common Stock acquired pursuant to the Restricted Stock Unit Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Award to reduce or eliminate Awardee’s liability for Tax-Related Items.

2

     Prior to a taxable event, Awardee shall pay or make adequate arrangements satisfactory to Micro and/or the Employer to satisfy all withholding and payment on account obligations of Micro and/or the Employer. In this regard, Awardee authorizes Micro and/or the Employer to withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by Micro and/or the Employer or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, Micro may (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that Micro only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to Micro or the Employer any amount of Tax-Related Items that Micro or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. Micro may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this section.

     Section 9. Adjustment. The number of shares of Common Stock subject to this Restricted Stock Unit Award and the price per share, if any, of such shares may be adjusted by Micro from time to time pursuant to the Plan.

     Section 10. Nature of the Award. By accepting this Restricted Stock Unit Award, Awardee acknowledges that:

(1)	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, unless otherwise provided in the Plan and this Award Agreement;
(2)	the grant of the Restricted Stock Unit Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unit Award, or benefits in lieu of Restricted Stock Unit Awards, even if Restricted Stock Unit Awards have been granted repeatedly in the past;
(3)	all decisions with respect to future Restricted Stock Unit Award grants, if any, will be at the sole discretion of Micro;
(4)	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 Awardee’s employment relationship at any time with or without cause;
(5)	participating in the Plan is voluntary;

3

(6)	the Restricted Stock Unit Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to Micro or the Employer, and which is outside the scope of Awardee’s employment contract, if any;
(7)	the Restricted Stock Unit Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension 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 or the Employer;
(8)	in the event Awardee is not an employee of Micro, the Restricted Stock Unit Award will not be interpreted to form an employment contract or relationship with Micro; and furthermore, the Restricted Stock Unit Award will not be interpreted to form an employment contract with the Employer or any subsidiary or affiliate of Micro;
(9)	the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;
(10)	if Awardee accepts the Restricted Stock Unit Award and obtains shares of Common Stock, the value of those shares of Common Stock acquired may increase or decrease in value; and
(11)	in consideration of the grant of the Restricted Stock Unit Award, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Unit Award or diminution in value of the Restricted Stock Unit Award or shares of Common Stock acquired under the Restricted Stock Unit Award resulting from termination of Awardee’s employment by Micro or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and Awardee 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, Awardee shall be deemed irrevocably to have waived Awardee’s entitlement to pursue such claim.
(12)	in the event of involuntary termination of Awardee’s employment for cause (“cause” shall mean Awardee’s commission of a felony, gross negligence, fraud or material failure to use his/her best efforts to perform his/her duties to Micro or an Affiliate, which material failure continues for a period of 30 days following written notice thereof from Micro or an Affiliate) (whether or not in breach of local labor laws), Awardee’s right to receive Restricted Stock Unit Award and vest in the Restricted Stock Unit Award under the Plan will terminate effective as of the date the Awardee is no longer actively employed and 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); furthermore, in the event of involuntary termination of employment for cause (whether or not in breach of local labor laws), Awardee’s right to vest in the Restricted Stock Unit Award after termination of employment, if any, will be measured by the date of termination of Awardee’s active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when Awardee is no longer actively employed for purposes of Awardee’s grant of Restricted Stock Unit Award.

     Section 11. Data Privacy. The Awardee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Awardee’s personal data as described in this document by and among, as applicable, Micro and Employer for the exclusive purpose of implementing, administering and managing Awardee’s participation in the Plan.

4

     Awardee hereby understands that Micro and the Employer hold certain personal information about the Awardee, including, but not limited to, Awardee’s name, home address and telephone number, date of birth, social insurance 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 the Awardee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). Awardee hereby understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in Awardee’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than Awardee’s country. Awardee hereby understands that Awardee may request a list with the names and addresses of any potential recipients of the Data by contacting Awardee’s local human resources representative. Awardee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Awardee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom Awardee may elect to deposit any Shares acquired upon vesting of the Restricted Stock Unit Award. Awardee hereby understands that Data will be held only as long as is necessary to implement, administer and manage the Awardee’s participation in the Plan. Awardee hereby understands that Awardee 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 Awardee’s local human resources representative. Awardee hereby understands, however, that refusing or withdrawing the Awardee’s consent may affect the Awardee’s ability to participate in the Plan. For more information on the consequences of Awardee’s refusal to consent or withdrawal of consent, Awardee understands that he or she may contact his or her human resources representative responsible for Awardee’s country at the local or regional level.

     Section 12. No Rights Until Issuance. Awardee shall have no rights hereunder as a shareholder with respect to any shares subject to this Restricted Stock Unit Award until the date of the issuance of the stock certificate for such shares.

     Section 13. Governing Law. This Award Agreement shall be 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.

     Section 14. Amendment. This Restricted Stock Unit Award may be amended as provided in the Plan.

     Section 15. Language. If the Awardee has received this or any other document related to the Plan translated into a language other than English and if

5

the translated version is different than the English version, the English version will control.

     Section 16. Electronic Delivery. Micro may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Unit Award granted under (and participation in) the Plan or future awards that may be granted under the Plan by electronic means or to request the Awardee’s consent to participate in the Plan by electronic means. The Awardee hereby consents to receive such documents by electronic delivery and, if requested, to 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 17. 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 18. See attached Addendum A, if applicable, which is hereby incorporated by reference.

INGRAM MICRO INC.

Matthew A. Sauer

SVP, Human Resources — WW

Accepted and agreed as to the foregoing:
AWARDEE

Name

Date

6

Addendum A:

     Section 18. Belgium Notice. You understand that if the Award Agreement is not specifically accepted by signing and returning this agreement to Michelle Entsminger, Manager, Stock Plan Administration, at Ingram Micro Inc., 1600 E. St. Andrew Place, Santa Ana, CA 92799-5125 by [Insert Date], your Award will be deemed rejected and forfeited. In this case, you will not be entitled to retain any right to your Award. You acknowledge that you have been encouraged to discuss this matter with your financial or tax advisor and that any acceptance is made knowingly. You further acknowledge that if you do not accept the Award, you will not be entitled to any payment or benefit in lieu of the Award.

     You are required to report any security or bank account maintained outside of Belgium on your annual tax return.

7

Addendum A:

     Section 18. Singapore Notice. If you are a director, associate director or shadow director of a Singapore affiliate of Micro, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singapore affiliate in writing when you receive an interest (e.g., options, shares) in Micro or any related companies. Please contact Micro to obtain a copy of the notification form. You must also notify the Singapore affiliate when you sell shares of Micro or any related company (including when you sell shares acquired under the Plan). These notifications must be made within two days of acquiring or disposing of any interest in Micro or any related company. In addition, a notification must be made of your interests in Micro or any related company within two days of becoming a director.

8

EX-99.5

EXHIBIT 99.5

INGRAM MICRO INC.

2003 Equity Incentive Plan
Restricted Stock Award Agreement (“Award Agreement”)
(Performance Vesting)

     Section 1. Grant of Restricted Stock Award. As of [Insert Grant Date], Ingram Micro Inc., a Delaware corporation (“Micro”) hereby grants [Legal Name] (“Awardee”) a Restricted Stock Award (the “Restricted Stock Award”). This Restricted Stock Award represents the right to receive a total of up to X,XXX shares of Class A Common Stock, $.01 par value per share, of Micro’s common stock (the “Common Stock”), subject to the fulfillment of the vesting conditions set forth below and pursuant to and subject to the terms and conditions set forth in the Ingram Micro Inc. 2003 Equity Incentive Plan (the “Plan”). Capitalized terms used and not otherwise defined herein are used with the same meanings as in the Plan.

     Section 2. Restricted Stock Award. This Restricted Stock Award is not intended to qualify as an incentive stock option award as that term is used in Section 422 of the Code.

     Section 3. Time of Exercise; Expiration. This Restricted Stock Award shall become vested as set forth below:

	Vesting Date	Restriction Period
Number Of Shares	(Date that	and/or
Awarded	Restrictions Lapse)	Other Conditions

     Section 4. Acceptance of Grant. This Restricted Stock Award shall be awarded by Micro to the Awardee. The Awardee may accept this Restricted Stock Award (within 30 days of grant) by delivering written notice to the stock plan administrator together with payment, by cash or check, of the purchase price for the shares of Common Stock.

     Section 5. Nontransferability of Restricted Stock Award. This Restricted Stock Award shall not be transferable by Awardee otherwise than by will or by the laws of descent and distribution. The terms of this Restricted Stock Award shall be binding on the executors, administrators, heirs and successors of Awardee.

1

     Section 6. Termination or Suspension of Employment or Service (as generally defined under Section 11 of the Plan).

     (a) In the event Awardee voluntarily terminates his/her employment with Micro or an Affiliate, Awardee’s unvested Restricted Stock Award will be cancelled (forfeited) on such termination date.

     (b) In the event of Awardee’s Retirement, Disability or death, the forfeiture or vesting of Awardee’s unvested Restricted Stock Award will be determined in accordance with the conditions listed under Section 3 above. 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 Awardee’s shares of the Restricted Stock Award.

     (c) In the event Awardee’s employment with Micro or an Affiliate is involuntarily terminated by Micro or an Affiliates other than for cause (“cause” shall mean Awardee’s commission of a felony, gross negligence, fraud or material failure to use his/her best efforts to perform his/her duties to Micro or an Affiliate, which material failure continues for a period of 30 days following written notice thereof from Micro or an Affiliate), Awardee’s unvested Restricted Stock Award will vest in accordance with the conditions listed in Section 3 above.

     (d) If Awardee’s employment or service is terminated for cause as defined above, Awardee’s unvested Restricted Stock Award will be cancelled (forfeited) on such termination date. Upon Awardee’s termination for cause during the period before the Restricted Stock Award has vested, Awardee forfeits Awardee’s rights to the then unvested Restricted Stock Award.

     (d) Except as the Committee may otherwise determine, termination of Awardee’s employment or service for any reason shall occur on the date such Awardee ceases to perform services for Micro or any Affiliate without regard to whether such Awardee 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 Awardee is no longer a member of the Board.

     Section 7. Restrictions on Purchase and Sale of Shares. Micro shall not be obligated to sell or issue any shares of Common Stock pursuant to this Restricted Stock Award unless the shares are at that time effectively registered or exempt from registration under the U.S. Securities Act of 1933, as amended, and, as applicable, local laws.

     Section 8. Responsibility for Taxes. Regardless of any action Micro or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (“Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related

2

Items legally due by Awardee is and remains Awardee’s responsibility and 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 Restricted Stock Award, including the grant and vesting of the Restricted Stock Award, the subsequent sale of shares of Common Stock acquired pursuant to the Restricted Stock Award and the receipt of any dividends, if any; and (2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Award to reduce or eliminate Awardee’s liability for Tax-Related Items.

     Prior to a taxable event, Awardee shall pay or make adequate arrangements satisfactory to Micro and/or the Employer to satisfy all withholding and payment on account obligations of Micro and/or the Employer. In this regard, Awardee authorizes Micro and/or the Employer to withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by Micro and/or the Employer or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, Micro may (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that Micro only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to Micro or the Employer any amount of Tax-Related Items that Micro or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s purchase of shares of Common Stock that cannot be satisfied by the means previously described. Micro may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this section.

     Section 9. Adjustment. The number of shares of Common Stock subject to this Restricted Stock Award and the price per share of such shares may be adjusted by Micro from time to time pursuant to the Plan.

     Section 10. Nature of the Award. By accepting this Restricted Stock Award, Awardee acknowledges that:

(1)	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, unless otherwise provided in the Plan and this Award Agreement;
(2)	the grant of the Restricted Stock Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Award, or benefits in lieu of Restricted Stock Award, even if Restricted Stock Awards have been granted repeatedly in the past;

3

(3)	all decisions with respect to future Restricted Stock Award grants, if any, will be at the sole discretion of Micro;
(4)	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 Awardee’s employment relationship at any time with or without cause;
(5)	participating in the Plan is voluntary;
(6)	the Restricted Stock Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to Micro or the Employer, and which is outside the scope of Awardee’s employment contract, if any;
(7)	the Restricted Stock Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension 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 or the Employer;
(8)	in the event Awardee is not an employee of Micro, the Restricted Stock Award will not be interpreted to form an employment contract or relationship with Micro; and furthermore, the Restricted Stock Award will not be interpreted to form an employment contract with the Employer or any subsidiary or affiliate of Micro;
(9)	the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;
(10)	if Awardee accepts the Restricted Stock Award and obtains shares of Common Stock, the value of those shares of Common Stock acquired may increase or decrease in value, even below the purchase price;
(11)	in consideration of the grant of the Restricted Stock Award, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Award or diminution in value of the Restricted Stock Award or shares of Common Stock purchased under the Restricted Stock Award resulting from termination of Awardee’s employment by Micro or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and Awardee 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

4

jurisdiction to have arisen, then, by signing this Award Agreement, Awardee shall be deemed irrevocably to have waived Awardee’s entitlement to pursue such claim; and

(12)

in the event of involuntary termination of Awardee’s employment for cause (“cause” shall mean Awardee’s commission of a felony, gross negligence, fraud or material failure to use his/her best efforts to perform his/her duties to Micro or an Affiliate, which material failure continues for a period of 30 days following written notice thereof from Micro or an Affiliate)(whether or not in breach of local labor laws), Awardee’s right to receive Restricted Stock Award and vest in the Restricted Stock Award under the Plan will terminate effective as of the date the Awardee is no longer actively employed and 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); furthermore, in the event of involuntary termination of employment for cause (whether or not in breach of local labor laws), Awardee’s right to vest in the Restricted Stock Award after termination of employment, if any, will be measured by the date of termination of Awardee’s active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when Awardee is no longer actively employed for purposes of Awardee’s grant of Restricted Stock Award.

     Section 11. Data Privacy. The Awardee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Awardee’s personal data as described in this document by and among, as applicable, Micro and Employer for the exclusive purpose of implementing, administering and managing Awardee’s participation in the Plan.

     Awardee hereby understands that Micro and the Employer hold certain personal information about the Awardee, including, but not limited to, Awardee’s name, home address and telephone number, date of birth, social insurance 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 the Awardee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). Awardee hereby understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in Awardee’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than Awardee’s country. Awardee hereby understands that Awardee may request a list with the names and addresses of any potential recipients of the Data by contacting Awardee’s local human resources representative. Awardee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Awardee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom Awardee may elect to deposit any Shares acquired

5

upon vesting of the Restricted Stock Award. Awardee hereby understands that Data will be held only as long as is necessary to implement, administer and manage the Awardee’s participation in the Plan. Awardee hereby understands that Awardee 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 Awardee’s local human resources representative. Awardee hereby understands, however, that refusing or withdrawing the Awardee’s consent may affect the Awardee’s ability to participate in the Plan. For more information on the consequences of Awardee’s refusal to consent or withdrawal of consent, human resources representative responsible for Awardee’s country at the local or regional level.

     Section 12. No Rights Until Issuance. Awardee shall have no rights hereunder as a shareholder with respect to any shares subject to this Restricted Stock Award until the date of the issuance of the stock certificate for such shares.

     Section 13. Governing Law. This Agreement shall be 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.

     Section 14. Amendment. This Restricted Stock Award may be amended as provided in the Plan.

     Section 15. Language. If the Awardee has received this or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control.

     Section 16. Electronic Delivery. Micro may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Award granted under (and participation in) the Plan or future awards that may be granted under the Plan by electronic means or to request the Awardee’s consent to participate in the Plan by electronic means. The Awardee hereby consents to receive such documents by electronic delivery and, if requested, to 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.

6

     Section 17. 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 18. See attached Addendum A, if applicable, which is hereby incorporated by reference.

INGRAM MICRO INC.

Matthew A. Sauer

SVP, Human Resources — WW

Accepted and agreed as to the foregoing:
AWARDEE

Name

Date

7

Addendum A:

     Section 18. Belgium Notice. You understand that if the Award Agreement is not specifically accepted by signing and returning this agreement to Michelle Entsminger, Manager, Stock Plan Administration, at Ingram Micro Inc., 1600 E. St. Andrew Place, Santa Ana, CA 92799-5125 by [Insert Date], your Award will be deemed rejected and forfeited. In this case, you will not be entitled to retain any right to your Award. You acknowledge that you have been encouraged to discuss this matter with your financial or tax advisor and that any acceptance is made knowingly. You further acknowledge that if you do not accept the Award, you will not be entitled to any payment or benefit in lieu of the Award.

     You are required to report any security or bank account maintained outside of Belgium on your annual tax return.

8

Addendum A:

     Section 18. Singapore Notice. If you are a director, associate director or shadow director of a Singapore affiliate of Micro, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singapore affiliate in writing when you receive an interest (e.g., options, shares) in Micro or any related companies. Please contact Micro to obtain a copy of the notification form. You must also notify the Singapore affiliate when you sell shares of Micro or any related company (including when you sell shares acquired under the Plan). These notifications must be made within two days of acquiring or disposing of any interest in Micro or any related company. In addition, a notification must be made of your interests in Micro or any related company within two days of becoming a director.

9

EX-99.6

EXHIBIT 99.6

INGRAM MICRO INC.

2003 Equity Incentive Plan
Restricted Stock Unit Award Agreement (“Award Agreement”)
(Performance Vested)

     Section 1. Grant of Restricted Stock Unit Award. As of [Insert Grant Date], Ingram Micro Inc., a Delaware corporation (“Micro”) hereby grants [Legal Name] (“Awardee”) a Restricted Stock Unit Award (the “Restricted Stock Unit Award”). This Restricted Stock Unit Award represents the right to receive a total of up to X,XXX shares of Class A Common Stock, $.01 par value per share, of Micro’s common stock (the “Common Stock”), subject to the fulfillment of the vesting conditions set forth below and pursuant to and subject to the terms and conditions set forth in the Ingram Micro Inc. 2003 Equity Incentive Plan (the “Plan”). Capitalized terms used and not otherwise defined herein are used with the same meanings as in the Plan.

     Section 2. Restricted Stock Unit Award. This Restricted Stock Unit Award is not intended to qualify as an incentive stock option award as that term is used in Section 422 of the Code.

     Section 3. Time of Exercise; Expiration. This Restricted Stock Unit Award shall become vested as set forth below:

	Vesting Date
Number Of Shares	(Date that	Vesting Period and/or
Awarded	Restrictions Lapse)	Other Conditions

     Section 4. Acceptance of Grant. This Restricted Stock Unit Award shall be awarded by Micro to the Awardee. The Awardee may accept this Restricted Stock Unit Award (within 30 days of grant) by signing and delivering this Award Agreement to the stock plan administrator.

     Section 5. Nontransferability of Restricted Stock Unit Award. This Restricted Stock Unit Award shall not be transferable by Awardee otherwise than

1

by will or by the laws of descent and distribution. The terms of this Restricted Stock Unit Award shall be binding on the executors, administrators, heirs and successors of Awardee.

     Section 6. Termination or Suspension of Employment or Service (as generally defined under Section 11 of the Plan).

     (a) In the event Awardee voluntarily terminates his/her employment with Micro or an Affiliate, Awardee’s unvested Restricted Stock Unit Award will be cancelled (forfeited) on such termination date.

     (b) In the event of Awardee’s Retirement, Disability or death, the forfeiture or vesting of Awardee’s unvested Restricted Stock Unit Award will be determined in accordance with the conditions listed under Section 3 above. 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 Awardee’s shares of the Restricted Stock Unit Award.

     (c) In the event Awardee’s employment with Micro or an Affiliate is involuntarily terminated by Micro or an Affiliates other than for cause (“cause” shall mean Awardee’s commission of a felony, gross negligence, fraud or material failure to use his/her best efforts to perform his/her duties to Micro or an Affiliate, which material failure continues for a period of 30 days following written notice thereof from Micro or an Affiliate), Awardee’s unvested Restricted Stock Unit Award will vest in accordance with the conditions listed in Section 3 above.

     (d) If Awardee’s employment or service is terminated for cause as defined above, Awardee’s unvested Restricted Stock Unit Award will be cancelled (forfeited) on such termination date. Upon Awardee’s termination for cause during the period before the Restricted Stock Unit Award has vested, Awardee forfeits Awardee’s rights to the then unvested Restricted Stock Unit Award.

     (d) Except as the Committee may otherwise determine, termination of Awardee’s employment or service for any reason shall occur on the date such Awardee ceases to perform services for Micro or any Affiliate without regard to whether such Awardee 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 Awardee is no longer a member of the Board.

     Section 7. Restrictions on Purchase and Sale of Shares. Micro shall not be obligated to sell or issue any shares of Common Stock pursuant to this Restricted Stock Unit Award unless the shares are at that time effectively registered or exempt from registration under the U.S. Securities Act of 1933, as amended, and, as applicable, local laws.

2

     Section 8. Responsibility for Taxes. Regardless of any action Micro or Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (“Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and 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 Restricted Stock Unit Award, including the grant and vesting of the Restricted Stock Unit Award, the subsequent sale of shares of Common Stock acquired pursuant to the Restricted Stock Unit Award and the receipt of any dividends or other distributions, if any; and (2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Award to reduce or eliminate Awardee’s liability for Tax-Related Items.

     Prior to a taxable event, Awardee shall pay or make adequate arrangements satisfactory to Micro and/or the Employer to satisfy all withholding and payment on account obligations of Micro and/or the Employer. In this regard, Awardee authorizes Micro and/or the Employer to withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by Micro and/or the Employer or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, Micro may (1) sell or arrange for the sale of shares of Common Stock that Awardee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that Micro only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Awardee shall pay to Micro or the Employer any amount of Tax-Related Items that Micro or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the means previously described. Micro may refuse to deliver the shares of Common Stock if Awardee fails to comply with Awardee’s obligations in connection with the Tax-Related Items as described in this section.

     Section 9. Adjustment. The number of shares of Common Stock subject to this Restricted Stock Unit Award and the price per share, if any, of such shares may be adjusted by Micro from time to time pursuant to the Plan.

     Section 10. Nature of the Award. By accepting this Restricted Stock Unit Award, Awardee acknowledges that:

(1)	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, unless otherwise provided in the Plan and this Award Agreement;
(2)	the grant of the Restricted Stock Unit Award is voluntary and occasional and does not create any contractual or other right to

3

	receive future grants of Restricted Stock Unit Award, or benefits in lieu of Restricted Stock Unit Awards, even if Restricted Stock Unit Awards have been granted repeatedly in the past;
(3)	all decisions with respect to future Restricted Stock Unit Award grants, if any, will be at the sole discretion of Micro;
(4)	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 Awardee’s employment relationship at any time with or without cause;
(5)	participating in the Plan is voluntary;
(6)	the Restricted Stock Unit Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to Micro or the Employer, and which is outside the scope of Awardee’s employment contract, if any;
(7)	the Restricted Stock Unit Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension 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 or the Employer;
(8)	in the event Awardee is not an employee of Micro, the Restricted Stock Unit Award will not be interpreted to form an employment contract or relationship with Micro; and furthermore, the Restricted Stock Unit Award will not be interpreted to form an employment contract with the Employer or any subsidiary or affiliate of Micro;
(9)	the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;
(10)	if Awardee accepts the Restricted Stock Unit Award and obtains shares of Common Stock, the value of those shares of Common Stock acquired may increase or decrease in value; and
(11)	in consideration of the grant of the Restricted Stock Unit Award, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Unit Award or diminution in value of the Restricted Stock Unit Award or shares of Common Stock acquired under the Restricted Stock Unit Award resulting from termination of Awardee’s employment by Micro or the Employer (for any reason whatsoever and whether or not in breach

4

of local labor laws) and Awardee 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, Awardee shall be deemed irrevocably to have waived Awardee’s entitlement to pursue such claim.

(12)

in the event of involuntary termination of Awardee’s employment for cause (“cause” shall mean Awardee’s commission of a felony, gross negligence, fraud or material failure to use his/her best efforts to perform his/her duties to Micro or an Affiliate, which material failure continues for a period of 30 days following written notice thereof from Micro or an Affiliate) (whether or not in breach of local labor laws), Awardee’s right to receive Restricted Stock Unit Award and vest in the Restricted Stock Unit Award under the Plan will terminate effective as of the date the Awardee is no longer actively employed and 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); furthermore, in the event of involuntary termination of employment for cause (whether or not in breach of local labor laws), Awardee’s right to vest in the Restricted Stock Unit Award after termination of employment, if any, will be measured by the date of termination of Awardee’s active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when Awardee is no longer actively employed for purposes of Awardee’s grant of Restricted Stock Unit Award.

     Section 11. Data Privacy. The Awardee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Awardee’s personal data as described in this document by and among, as applicable, Micro and Employer for the exclusive purpose of implementing, administering and managing Awardee’s participation in the Plan.

     Awardee hereby understands that Micro and the Employer hold certain personal information about the Awardee, including, but not limited to, Awardee’s name, home address and telephone number, date of birth, social insurance 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 the Awardee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). Awardee hereby understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in Awardee’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than Awardee’s country. Awardee hereby understands that Awardee may request a list with the names and addresses of any potential recipients of the Data by contacting Awardee’s local human resources representative. Awardee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Awardee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom Awardee may elect to deposit any Shares acquired upon vesting of the Restricted Stock Unit Award. Awardee hereby understands that Data will be held only as long as is necessary to implement, administer and manage the Awardee’s participation in the Plan. Awardee hereby understands that Awardee 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 Awardee’s local human resources representative. Awardee hereby understands, however, that refusing or withdrawing the Awardee’s consent may affect the Awardee’s ability to participate in the Plan. For more information on the consequences of Awardee’s refusal to consent or withdrawal of consent, Awardee understands that he or she may contact his or her human resources representative responsible for Awardee’s country at the local or regional level.

     Section 12. No Rights Until Issuance. Awardee shall have no rights hereunder as a shareholder with respect to any shares subject to this Restricted

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Stock Unit Award until the date of the issuance of the stock certificate for such shares.

     Section 13. Governing Law. This Award Agreement shall be 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.

     Section 14. Amendment. This Restricted Stock Unit Award may be amended as provided in the Plan.

     Section 15. Language. If the Awardee has received this or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control.

     Section 16. Electronic Delivery. Micro may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Unit Award granted under (and participation in) the Plan or future awards that may be granted under the Plan by electronic means or to request the Awardee’s consent to participate in the Plan by electronic means. The Awardee hereby consents to receive such documents by electronic delivery and, if requested, to 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 17. 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 18. See attached Addendum A, if applicable, which is hereby incorporated by reference.

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INGRAM MICRO INC.

Matthew A. Sauer

SVP, Human Resources — WW

Accepted and agreed as to the foregoing:

AWARDEE

Name

Date

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Addendum A:

     Section 18. Belgium Notice. You understand that if the Award Agreement is not specifically accepted by signing and returning this agreement to Michelle Entsminger, Manager, Stock Plan Administration, at Ingram Micro Inc., 1600 E. St. Andrew Place, Santa Ana, CA 92799-5125 by [Insert Date], your Award will be deemed rejected and forfeited. In this case, you will not be entitled to retain any right to your Award. You acknowledge that you have been encouraged to discuss this matter with your financial or tax advisor and that any acceptance is made knowingly. You further acknowledge that if you do not accept the Award, you will not be entitled to any payment or benefit in lieu of the Award.

     You are required to report any security or bank account maintained outside of Belgium on your annual tax return.

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Addendum A:

     Section 18. Singapore Notice. If you are a director, associate director or shadow director of a Singapore affiliate of Micro, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singapore affiliate in writing when you receive an interest (e.g., options, shares) in Micro or any related companies. Please contact Micro to obtain a copy of the notification form. You must also notify the Singapore affiliate when you sell shares of Micro or any related company (including when you sell shares acquired under the Plan). These notifications must be made within two days of acquiring or disposing of any interest in Micro or any related company. In addition, a notification must be made of your interests in Micro or any related company within two days of becoming a director.

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