8-K

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): November 29, 2011

INGRAM MICRO INC.

(Exact Name of Registrant as Specified in Its Charter)

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

1600 E. St. Andrew Place

Santa Ana, CA 92705

(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:

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

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

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

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)(1)	On November 29, 2011, the Board of Directors of Ingram Micro Inc. (the “Company”) elected Alain Monié, the Company’s President and Chief Operating Officer, to serve as a member of the Company’s Board of Directors, effective on the same date.
(d)(2)	As an executive officer of the Company, Mr. Monié will not receive any additional compensation to serve on the Board of the Company.
(d)(3)	Mr. Monié has not been and is not currently expected to be appointed to serve on any committees of the Company’s Board of Directors.
(e)	At its November 29th meeting, the Board of Directors of the Company approved a form of Directors & Officers Indemnification Agreement (the “Agreement”) and authorized the Company to enter into such an Agreement with each of the Company’s Board members and each of the Company’s executive officers. The form of the Agreement provides that, subject to exceptions specified in the Agreement, the Company will indemnify the indemnitee to the fullest extent permitted by applicable law with respect to certain expenses and liabilities incurred by the indemnitee or on the indemnitee’s behalf by reason of the indemnitee’s Corporate Status (as defined in the Agreement) in connection with a Proceeding (as defined in the Agreement). The Company will also advance the indemnitee certain expenses incurred in connection with a Proceeding. A copy of the form of the Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference. Additionally, the Board of Directors of the Company approved an amendment to the Compensation Policy for Members of the Board of Directors (the “Policy”) changing the date of equity award grants from the first trading day of March to the first trading day of January, and, to conform the policy to the Company’s recently updated Corporate Governance Guidelines, modifying the stock ownership requirement to now require each director, beginning five years from the date of such director’s election to the Board of Directors, to achieve and maintain ownership of shares of the Company’s common stock with aggregate value equal to three times the maximum amount of cash retainer that may be selected by such director under the Policy (not taking into account additional cash compensation for other special roles on the Board of Directors such as being the Chairman of the Board, a committee chair or being a member of a specific Board committee). Copies of the amended Policy and the Company’s updated Corporate Governance Guidelines are attached hereto as Exhibits 10.2 and 99.1, respectively, and incorporated herein by reference.

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The descriptions of the form of the Agreement and changes to the Policy and Corporate Governance Guidelines set forth above are qualified in their entirety by reference to the full and complete terms of the Agreement, the Policy and the Corporate Governance Guidelines, filed herewith and incorporated by reference as described above.

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

(a) On November 29, 2011, the Company’s Board of Directors also approved an amended and restated Code of Conduct for the Company. The revisions to the Code of Conduct emphasize the Company’s values, the Company’s commitment to corporate social responsibility and that the Company will protect from retaliation any employees reporting conduct concerns. The revisions also broaden the areas of risk explicitly discussed, facilitate easier access to additional relevant information and add illustrative examples to the Code of Conduct.

The description of the changes to the Code of Conduct set forth above is qualified in its entirety by reference to the full and complete terms of the amended and restated Code of Conduct, a copy of which is attached hereto as Exhibit 14.1 and incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Form of Directors & Officers Indemnification Agreement
10.2	Compensation Policy for Members of the Board of Directors, amended and restated as of November 29, 2011
14.1	Code of Conduct, amended and restated as of November 29, 2011
99.1	Corporate Governance Guidelines, amended and restated as of September 13, 2011

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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:	Executive Vice President, Secretary and General Counsel

Date: December 2, 2011

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Form of Directors & Officers Indemnification Agreement
10.2	Compensation Policy for Members of the Board of Directors, amended and restated as of November 29, 2011
14.1	Code of Conduct, amended and restated as of November 29, 2011
99.1	Corporate Governance Guidelines, amended and restated as of September 13, 2011

EX-10.1

Exhibit 10.1

FORM OF INDEMNIFICATION AGREEMENT

INGRAM MICRO INC.

This Indemnification Agreement (this “Agreement”), made and entered into as of the              day of             , 20    , by and between Ingram Micro Inc., a Delaware corporation (the “Company”) and                      (“Indemnitee”).

W I T N E S S E T H:

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors and officers in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself.

WHEREAS, the Certificate of Incorporation of the Company provides that the Company shall indemnify and advance expenses to all directors and officers of the Company in the manner set forth therein and to the fullest extent permitted by applicable law, and the Company’s Certificate of Incorporation provides for limitation of liability for directors. In addition, Indemnitee may be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”). The Certificate of Incorporation and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors and officers with respect to indemnification.

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining highly competent persons to serve on the Board or as officers of the Company is detrimental to the best interests of the Company’s

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stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future.

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified.

WHEREAS, this Agreement is a supplement to and in furtherance of the Certificate of Incorporation and by-laws of the Company and any resolutions adopted pursuant thereto and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

WHEREAS, Indemnitee does not regard the protection available under the Company’s Certificate of Incorporation and by-laws and insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director of the Company without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he or she be so indemnified.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

ARTICLE 1

CERTAIN DEFINITIONS

(a) As used in this Agreement:

“Change of Control” means any one of the following circumstances occurring after the date hereof: (i) there shall have occurred an event required to be reported with respect to the Company in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or any similar schedule or form) under the Exchange Act, regardless of whether the Company is then subject to such reporting requirement; (ii) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) shall have become, without prior approval of the Company’s Board by approval of at least two-thirds of the Continuing Directors, the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 15% or more of the combined voting power of the Company’s then outstanding voting securities (provided that, for purposes of this clause (ii), the term “person” shall exclude (x) the Company, (y) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (z) any corporation owned, directly or indirectly, by the stockholders of the Company in

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substantially the same proportions as their ownership of stock of the Company); (iii) there occurs a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity; (iv) all or substantially all the assets of the Company are sold or disposed of in a transaction or series of related transactions; (v) the approval by the stockholders of the Company of a complete liquidation of the Company; or (vi) the Continuing Directors cease for any reason to constitute at least a majority of the members of the Board.

“Continuing Director” means (i) each director on the Board on the date hereof or (ii) any new director whose election or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors on the date hereof or whose election or nomination was so approved.

“Corporate Status” means the status of a person who is or was a director, officer, trustee, general partner, managing member, fiduciary, board of directors’ committee member, employee or agent of the Company or of any other Enterprise.

“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

“Enterprise” means the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, board of directors’ committee member, employee or agent.

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

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expenses” means all direct and indirect costs (including attorneys’ fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses) reasonably incurred in connection with (i) prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a

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Proceeding or (ii) establishing or enforcing a right to indemnification under this Agreement, the Company’s Certificate of Incorporation, applicable law or otherwise. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. For the avoidance of doubt, Expenses, however, shall not include any Liabilities.

“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither currently is, nor in the five years previous to its selection or appointment has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement or of other indemnitees under similar indemnification agreements) or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

“Liabilities” means any losses or liabilities, including any judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid in settlement, arising out of or in connection with any Proceeding (including all interest, assessments and other charges paid or payable in connection with or in respect of any such judgments, fines, ERISA excise taxes and penalties, penalties or amounts paid in settlement).

“Proceeding” means any threatened, pending or completed action, derivative action, suit, claim, counterclaim, cross claim, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether civil (including intentional and unintentional tort claims), criminal, administrative or investigative, including any appeal therefrom, and whether instituted by or on behalf of the Company or any other party, or any inquiry or investigation that Indemnitee in good faith believes might lead to the institution of any such action, suit or other proceeding hereinabove listed in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of any Corporate Status of Indemnitee, or by reason of any action taken (or failure to act) by him or her or of any action (or failure to act) on his or her part while serving in any Corporate Status.

(b) For the purposes of this Agreement:

References to “Company” shall include, in addition to the resulting or surviving corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors,

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officers, employees or agents, so that if Indemnitee is or was a director, officer, employee, or agent of such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, then Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

Reference to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

Reference to “including” shall mean “including, without limitation,” regardless of whether the words “without limitation” actually appear, references to the words “herein,” “hereof” and “hereunder” and other words of similar import shall refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section, subsection or other subdivision.

ARTICLE 2

SERVICES BY INDEMNITEE

Section 2.01. Services By Indemnitee. Indemnitee hereby agrees to serve or continue to serve, at the will of the Company, as a director or officer of the Company, for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation or is removed.

ARTICLE 3

INDEMNIFICATION

Section 3.01. General. (a) The Company hereby agrees to and shall indemnify Indemnitee and hold Indemnitee harmless from and against any and all Expenses and Liabilities, in either case, actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf by reason of Indemnitee’s Corporate Status, to the fullest extent permitted by applicable law. The Company’s indemnification obligations set forth in this Section 3.01 shall apply (i) in respect of Indemnitee’s past, present and future service in any Corporate Status and (ii) regardless of

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whether Indemnitee is serving in any Corporate Status at the time any such Expense or Liability is incurred.

For purposes of this Agreement, the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to:

(i) to the fullest extent permitted by any provision of the DGCL, or the corresponding provision of any successor statute, and

(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

(b) Witness Expenses. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection therewith.

(c) Expenses as a Party Where Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding, but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 3.02. Exclusions. Notwithstanding any provision of this Agreement and unless Indemnitee ultimately is successful on the merits with respect to any such claim, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a) for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law or (ii) any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation

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or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); or

(b) except as otherwise provided in Section 6.01(e), prior to a Change of Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

ARTICLE 4

ADVANCEMENT OF EXPENSES; DEFENSE OF CLAIMS

Section 4.01. Advances. Notwithstanding any provision of this Agreement to the contrary, the Company shall advance any Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding within twenty (20) days after the receipt by the Company of each statement requesting such advance from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay such amounts and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed.

Section 4.02. Repayment of Advances or Other Expenses. Indemnitee agrees that Indemnitee shall reimburse the Company for all Expenses advanced by the Company pursuant to Section 4.01, in the event and only to the extent that it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company for such Expenses.

Section 4.03. Defense of Claims. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and

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except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

ARTICLE 5

PROCEDURES FOR NOTIFICATION OF AND DETERMINATION OF ENTITLEMENT TO

INDEMNIFICATION

Section 5.01. Notification; Request For Indemnification. (a) As soon as reasonably practicable after receipt by Indemnitee of written notice that he is a party to or a participant (as a witness or otherwise) in any Proceeding or of any other matter in respect of which Indemnitee intends to seek indemnification or advancement of Expenses hereunder, Indemnitee shall provide to the Company written notice thereof, including the nature of and the facts underlying the Proceeding. The omission by Indemnitee to so notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise.

(b) To obtain indemnification under this Agreement, Indemnitee shall deliver to the Company a written request for indemnification, including therewith such information as is reasonably available to Indemnitee and reasonably necessary to determine Indemnitee’s entitlement to indemnification hereunder. Such request(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Indemnitee’s entitlement to indemnification shall be determined according to Section 5.02 of this Agreement and applicable law.

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Section 5.02. Determination of Entitlement. (a) Where there has been a written request by Indemnitee for indemnification pursuant to Section 5.01(b), then as soon as is reasonably practicable (but in any event not later than 60 days) after final disposition of the relevant Proceeding, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification).

(b) If entitlement to indemnification is to be determined by Independent Counsel pursuant to Section 5.02(a)(ii), such Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. If entitlement to indemnification is to be determined by Independent Counsel pursuant to Section 5.02(a)(i)(C) (or if Indemnitee requests that such selection be made by the Board), such Independent Counsel shall be selected by the Company in which case the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Article 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within 20 days after the later of submission by Indemnitee of a written request for

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indemnification pursuant to Section 5.01(b) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 5.02(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 6.01(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(c) The Company agrees to pay the reasonable fees and expenses of any Independent Counsel serving under this Agreement.

Section 5.03. Presumptions and Burdens of Proof; Effect of Certain Proceedings. (a) In making any determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 5.01(b) of this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of any person, persons or entity to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by any person, persons or entity that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b) If the person, persons or entity empowered or selected under Section 5.02 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within the sixty (60) day period referred to in Section 5.02(a), the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo

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contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is in good faith reliance on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise. The provisions of this Section 5.03(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.

(e) The knowledge and/or actions, or failure to act, of any other director, trustee, partner, managing member, fiduciary, officer, agent or employee of any Enterprise shall not be imputed to Indemnitee for purposes of determining any right to indemnification under this Agreement.

ARTICLE 6

REMEDIES OF INDEMNITEE

Section 6.01. Adjudication or Arbitration. (a) In the event of any dispute between Indemnitee and the Company hereunder as to entitlement to indemnification or advancement of Expenses (including where (i) a determination is made pursuant to Section 5.02 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 4.01 of this Agreement, (iii) payment of indemnification pursuant to Section 3.01 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, (iv) no determination as to entitlement to indemnification is timely made pursuant to Section 5.02 of this Agreement and no payment of indemnification is made within ten (10) days after entitlement is deemed to have been determined pursuant to Section 5.03(b)) or (v) a contribution payment is not made in a timely manner pursuant to Section 8.04 of this Agreement, then Indemnitee shall be entitled to an adjudication by a court of his or her entitlement to such indemnification, contribution or advancement. Alternatively, in such case, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

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(b) In the event that a determination shall have been made pursuant to Section 5.02(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.01 shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 6.01 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 5.02(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 6.01, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 4.02 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

(c) If a determination shall have been made pursuant to Section 5.02(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 6.01, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) advance such Expenses to Indemnitee, which are reasonably incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee for (i) indemnification or advances of Expenses by the Company (or otherwise for the enforcement, interpretation or defense of his or her rights) under this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Certificate of Incorporation or By-laws now or hereafter in effect or (ii) recovery or advances under any directors’ and officers’ liability insurance policy maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, contribution, advancement or insurance recovery, as the case may be.

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ARTICLE 7

DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

Section 7.01. D&O Liability Insurance. The Company shall obtain and maintain a policy or policies of insurance (“D&O Liability Insurance”) with reputable insurance companies providing liability insurance for directors and officers of the Company in their capacities as such (and for any capacity in which any director or officer of the Company serves any other Enterprise at the request of the Company), in respect of acts or omissions occurring while serving in such capacity.

Section 7.02. Evidence of Coverage. Upon request by Indemnitee, the Company shall provide copies of all policies of D&O Liability Insurance obtained and maintained in accordance with Section 7.01 of this Agreement. The Company shall provide Indemnitee no less than annually with notice of any material changes in such insurance coverage.

ARTICLE 8

MISCELLANEOUS

Section 8.01. Nonexclusivity of Rights. The rights of indemnification, contribution and advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled to under applicable law, the Company’s Certificate of Incorporation, the Company’s Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

Section 8.02. Insurance and Subrogation. (a) Indemnitee shall be covered by the Company’s D&O Liability Insurance in accordance with its or their terms to the maximum extent of the coverage available for any director or officer under such policy or policies. If, at the time the Company receives notice of a claim hereunder, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. The failure or refusal of any such insurer to pay any such amount shall not affect or impair the obligations of the Company under this Agreement.

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(b) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(c) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided) hereunder if and to the extent that Indemnitee has actually received such payment under any insurance policy or other indemnity provision.

Section 8.03 The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, board of directors’ committee member, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such Enterprise.

Section 8.04. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving rise to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

Section 8.05. Amendment. This Agreement may not be modified or amended except by a written instrument executed by or on behalf of each of the parties hereto. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit, restrict or reduce any right of Indemnitee under this Agreement in respect of any act or omission, or any event occurring, prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, (i) permits greater indemnification, contribution or advancement of Expenses than would be afforded currently under the Company’s Certificate of Incorporation and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change or (ii) limits rights with respect to indemnification, contribution or advancement of Expenses, it is the intent of the parties hereto that the rights with respect to indemnification, contribution or advancement of Expenses in effect prior to such change shall remain in full force and effect to the extent permitted by applicable law.

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Section 8.06. Waivers. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party entitled to enforce such term only by a writing signed by the party against which such waiver is to be asserted. Unless otherwise expressly provided herein, no delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

Section 8.07. Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are superseded by this Agreement, provided that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation and By-laws of the Company and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

Section 8.08. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 8.09. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing (which may be by facsimile transmission). All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt. The address for notice to a party is as shown on the signature page of this Agreement, or such other address as any party shall have given by written notice to the other party as provided above.

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Section 8.10. Binding Effect. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.

(b) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and executors, administrators, personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all, or a substantial part of the business or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the manner and to the same extent that the Company would be required to perform if no such succession had taken place.

(c) The indemnification, contribution and advancement of Expenses provided by, or granted pursuant to this Agreement shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, administrators, legatees and assigns of such a person.

Section 8.11. Governing Law. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules.

Section 8.12. Consent To Jurisdiction. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 6.01(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Section 8.13. Headings. The Article and Section headings in this Agreement are for convenience of reference only, and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

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Section 8.14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 8.15. Use of Certain Terms. As used in this Agreement, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section, subsection, or other subdivision. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered to be effective as of the date first above written.

INGRAM MICRO INC.
By:
	Name:
	Title:

Address:

Facsimile:

Attention:

With a copy to:

Address:

Facsimile:

Attention:

INDEMNITEE

Address:

Facsimile:

With a copy to:

Address:

Facsimile:

Attention:

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EX-10.2

Exhibit 10.2

INGRAM MICRO INC.

Compensation Policy for

Members of

the Board of Directors

(As Amended and Restated as of November 29, 2011)

Ingram Micro Inc. (the “Corporation”) has established this Compensation Policy for Members of the Board of Directors, as amended and restated as of November 29, 2011 (the “Policy”), to provide each member of the Corporation’s Board of Directors (the “Board”) who is not an employee of the Corporation (a “Director”) with compensation for services performed as a Director, the terms of which are hereinafter set forth.

1. Compensation:

• Each Director will receive an annual award of cash and equity-based compensation for each calendar year of service.

• The mix of cash and equity-based compensation for the calendar year in which services are provided must be elected by each Director and such election must be received by the Corporation prior to December 31 of the prior calendar year or within 30 days of initial appointment or election to the Board, as the case may be, based on the procedures outlined below.

• Each election must be made by filing an election form with the General Counsel of the Corporation on such form as adopted by the Corporation from time to time.

• If a Director does not file an election form with respect to a calendar year by the specified date, the Director will be deemed to have elected to receive the compensation in the manner elected by the Director in his or her last valid election, or if there had been no prior election, will be deemed to have elected to receive the eligible compensation in the form of non-qualified stock options.

• When an election is made with respect to a calendar year, the Director may not revoke or change that election with respect to such calendar year.

• The mix of cash and equity-based compensation is subject to the following assumptions and restrictions:

(a) Cash Retainer. For cash selected by the Director as a component of annual compensation (the “Cash Retainer”), the amount selected will be subject to the following:

(1) Maximum Amount. The maximum amount of the Cash Retainer that may be selected annually is as follows:

• $80,000 for Directors other than Audit Committee members, Committee chairs and the Non-Executive Chairman of the Board (“NEC”);

• $85,000 for Audit Committee members (other than a Committee chair);

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• $110,000 for the Audit Committee chair;

• $105,000 for the Human Resources Committee chair (subject to an additional $5,000 if also a member of the Audit Committee);

• $100,000 for the Governance Committee chair (subject to an additional $5,000 if also a member of the Audit Committee);

• $90,000 for the Executive Committee chair (subject to an additional $5,000 if also a member of the Audit Committee); and

• $170,000 for the NEC.

(2) Minimum Amount. Audit Committee members and Committee chairs must select a minimum amount of the Cash Retainer annually, as follows:

• $5,000 for Audit Committee members (other than a Committee chair);

• $30,000 for the Audit Committee chair;

• $25,000 for the Human Resources Committee chair (subject to an additional $5,000 if also a member of the Audit Committee);

• $20,000 for the Governance Committee chair (subject to an additional $5,000 if also a member of the Audit Committee); and

• $10,000 for the Executive Committee chair (subject to an additional $5,000 if also a member of the Audit Committee).

No minimum amount applies with respect to Directors who do not serve as Audit Committee members or Committee chairs.

(3) Payment of Cash Retainer. Subject to Section 1(e)(1) below, the Cash Retainer will be paid at a rate of one-twelfth of the amount selected by the Director per month, on a quarterly basis, in arrears, following the close of each calendar quarter, except that payment of such Cash Retainer for the fiscal fourth quarter shall be made no later than December 31 of such quarter.

(b) Equity-Based Compensation:

• Equity-based compensation payable with regard to shares of the Corporation’s common stock (the “Shares”) must be selected by the Director as a component of annual compensation.

• The equity-based compensation must have an annual value of at least $130,000 for Directors other than the NEC, and $260,000 for the NEC, and may consist of stock options, restricted stock, restricted stock units or a combination thereof, and are subject to the following terms and conditions:

(1) Stock Options. Non-qualified stock options will be granted on the first trading day of January of each calendar year.

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• The number of options to be granted will be based on a Black-Scholes calculation or other valuation method as may be adopted by the Corporation from time to time.

• The per share exercise price of the Shares to be issued upon exercise of an option shall be 100% of the closing price of a Share on the New York Stock Exchange on the date of grant.

• The options shall (i) vest with respect to one-twelfth of the Shares underlying such options on the last day of each month during the calendar year in which the award was made, and (ii) have a term of ten years.

• Other option provisions will be as specified in the applicable grant agreements.

(2) Restricted Stock and Restricted Stock Units. Restricted stock and restricted stock units will be granted on the first trading day of January each calendar year.

• The number of restricted shares/units to be granted will be determined based on the dollar amount selected by the Director divided by the closing price of a Share on the New York Stock Exchange on the date of grant rounded up to the next whole share.

• Restrictions on disposition of such restricted shares/units shall lapse on December 31 of the calendar year in which the award was made.

• Payment of restricted stock units will be in the form of Shares at the time of vesting (unless deferred under Section 1(e)(2) below), and other provisions will be as specified in the applicable restricted shares/units agreements.

(c) Aggregate Limit on Cash Retainer and Equity-Based Compensation. The aggregate amount of the annual Cash Retainer and the value of the annual equity-based compensation selected by the Director may not exceed the following amounts:

• $210,000 for Directors other than Audit Committee members, Committee chairs and the NEC;

• $215,000 for Audit Committee members (other than a Committee chair);

• $240,000 for the Audit Committee chair;

• $235,000 for the Human Resources Committee chair (subject to an additional $5,000 if also a member of the Audit Committee);

• $230,000 for the Governance Committee chair (subject to an additional $5,000 if also a member of the Audit Committee);

• $220,000 for the Executive Committee chair (subject to an additional $5,000 if also a member of the Audit Committee); and

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• $430,000 for the NEC.

(d) Partial Years of Service:

(1) If the Director is newly appointed or elected during a calendar year such that the Director will serve a partial year, the annual cash and equity-based compensation selected by the Director will be prorated during the calendar year using the number of months remaining to be served within the initial calendar year of Board service, divided by 12, commencing with the month that the Director is first appointed or elected to the Board. Equity-based compensation will be granted on the first trading day of the month following the appointment or election to the Board. Stock options will vest proportionately on the last day of each month during the calendar year in which the award was made. Restrictions on the disposition of restricted stock and restricted stock units will lapse on December 31 of the calendar year in which the award was made (except as otherwise provided with respect to restricted stock units that are deferred pursuant to Section 1(e)(2) below).

(2) If the Director’s service on the Board ends during a calendar year such that the Director will serve a partial year, the annual cash and equity-based compensation selected by the Non-Executive Director will be prorated using the number of months of service on the Board during the calendar year, divided by 12, including the month that he or she ceases to serve on the Board. Any unvested stock options shall cease to vest effective immediately following the last month of service on the Board. Any vested options shall be exercisable for a period of five years following the date of conclusion of service on the Board, unless they expire earlier. Restricted stock/units will be prorated using the number of months served on the Board during the calendar year as the numerator, divided by 12. Restrictions on the disposition of restricted stock and restricted stock units will lapse on the last day of the month of the Director’s service on the Board (except as otherwise provided with respect to restricted stock units that are deferred pursuant to Section 1(e)(2) below).

(3) If a member of the Audit Committee or a Committee chair is appointed to the applicable Committee during the calendar year of service (i.e., between January and December) he or she will be eligible to receive the additional Cash Retainer for serving in such position at a rate of one-twelfth of such amount per month commencing with the month in which the appointment takes effect. Similarly, if a member of the Audit Committee or a Committee chair relinquishes his or her position during the calendar year, he or she will cease to receive the additional Cash Retainer for serving in such position on the last day of the month in which he or she ceases to serve as a member of the Audit Committee or chair to a Committee, respectively.

(e) Deferral Elections:

(1) Cash Retainer. The Director may elect to defer any Cash Retainer payable with respect to a calendar year of service in accordance with the Ingram Micro Inc. Board of Directors Deferred Compensation Plan, as in effect from time to time, a copy of which is attached hereto as Exhibit A.

(2) Restricted Stock Units. The Director may elect to defer settlement of Shares payable with respect to any restricted stock units that will be granted to the Director with respect to a calendar year of service, subject to the terms and

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conditions set forth in this Section 1(e)(2), the restricted stock unit deferral election form as adopted by the Corporation from time to time, and Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder.

(A) The Director may elect to defer settlement of 100% of the restricted stock units that the Director elected to receive with respect to a calendar year of service pursuant to Section 1(b) above (and which are otherwise scheduled to vest as of the end of such calendar year) by filing a completed restricted stock unit deferral election form with the General Counsel of the Corporation. The Director must file the deferral election form no later than December 31 of the prior calendar year for the calendar year in which service is to be provided; provided however, that if the Director is newly appointed or elected to the Board during a calendar year, the Director may elect to defer settlement of restricted stock units within 30 days of initial appointment or election to the Board with respect to restricted stock units that relate to service performed after the election in accordance with Treasury Regulation Section 1.409A-2(a)(7). When a deferral election is made with respect to a calendar year, the Director may not revoke or change that election with respect to such calendar year. The Director must irrevocably elect the specified date(s) and increment(s) with respect to which the Director will receive the Shares associated with the settlement of the restricted stock units that the Director has elected to defer (the “Settlement Date”) as provided under the deferral election form in accordance with such form. In the event that the Director fails to elect a Settlement Date, settlement of the restricted stock units will occur on the date of the Director’s “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”). All deferral elections shall be made in accordance with rules and procedures established by the Corporation as determined in accordance with Treasury Regulation Section 1.409A-2(a).

(B) The Director shall receive payment of the Shares on the Settlement Date(s) elected by the Director (or the date of the Director’s Separation from Service in the event that the Director fails to elect a Settlement Date) pursuant to the deferral election form as described in paragraph (A) above.

2. Expense Reimbursements. The Director will be reimbursed for travel, lodging and meal expenses incurred to attend Board and Committee meetings and to perform his or her duties as a Director in accordance with the Corporation’s plans or policies as in effect from time to time. To the extent that any such reimbursements are deemed to constitute compensation to the Director, such amounts shall be reimbursed no later than December 31 of the year following the year in which the expense was incurred. The amount of any expense reimbursements that constitute compensation in one year shall not affect the amount of expense reimbursements constituting compensation that are eligible for reimbursement in any subsequent year, and the Director’s right to such reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

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3. Ownership Requirement. Each director is required to achieve and maintain ownership of shares of our common stock with an aggregate value (market price multiplied by the number of shares) equal to three times the maximum amount of cash retainer that may be selected by each member of the Board in their capacity as Board members under the Company’s Compensation Policy for Members of the Board of Directors (not taking into account additional cash compensation for other special roles on the Board such as being the Chairman of the Board, a Committee chair or being a member of a specific Board Committee) beginning five years from the date of his or her election to the Board. For the avoidance of doubt, vested stock options held by the Board member which are not exercised are not considered for purposes of director equity ownership; however, vested restricted stock units which have been deferred until after a Board member’s retirement from the Board are included for purposes of director equity ownership.

4. Section 409A. To the extent applicable, this Policy and all election forms and all other instruments evidencing amounts subject to the Policy shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of the Policy, any election form or any other instrument evidencing amounts subject to the Policy to the contrary, in the event that the Corporation determines that any amounts subject to the Policy may not be either exempt from or compliant with Section 409A of the Code, the Corporation may in its sole discretion adopt such amendments to the Policy, any election form and any other instruments relating to the Policy, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Corporation determines are necessary or appropriate to (i) exempt such amounts from Section 409A of the Code and/or preserve the intended tax treatment of such amounts, or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 4 shall not create any obligation on the part of the Corporation to adopt any such amendment, policy or procedure or take any such other action.

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Exhibit A

Ingram Micro Inc.

Board of Directors Deferred Compensation Plan

(includes the adoption agreement and basic plan document)

Same as previous Exhibit A to

Compensation Policy for Members of

the Board of Directors as Amended and Restated December 1, 2010

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EX-14.1

Exhibit 14.1

TEAMWORK

ACCOUNTABILITY

INTEGRITY

INGRAM MICRO

CODE OF CONDUCT

RESPECT

INNOVATION

MESSAGE FROM

THE CEO

Greg Spierkel

In the IT distribution industry, and in many others, the importance of ethical behavior is at an all-time high. Compliance with the laws and regulations that govern our industry is a critical first step, but more than that, it is expected that we will do the right thing.

A good reputation takes years—even decades—to develop, but only moments to destroy.

At Ingram Micro, we take this responsibility seriously. We should all be familiar with our core values: Teamwork, Respect, Accountability, Integrity and Innovation. These values, especially that of integrity, are the foundation on which our Code of Conduct is built. In our Code, we pledge ourselves to uphold the highest standards of legal and ethical conduct.

By embracing our Code, we can remain true to our guiding principle—to focus on enhancing the success of our business partners, associates and investors, while embracing our values.

I urge you to please read the following Code of Conduct and familiarize yourself with it. If you have any questions, please contact your supervisor, the Human Resources department or the Legal department.

Thank you.

Sincerely,

Greg Spierkel

Chief Executive Officer Ingram Micro Inc.

MESSAGE FROM

THE CHAIRMAN OF THE BOARD

Dale Laurance

The Ingram Micro Code of Conduct applies to all of us at Ingram Micro, including members of the Board of Directors.

We are committed to the highest principles of legal and ethical conduct.

The Board expects each one of you to familiarize yourself with the Code and adhere to it in your activities at Ingram Micro. Just as important, the Board expects that if you are unsure of anything in the Code, or how it may apply in a particular situation, you will consult with your supervisor, the Human Resources department or the Legal department.

Sincerely,

Dale Laurance Chairman of the Board Ingram Micro Inc.

The Ingram Micro community comprises exceptional people who share similar strong values:

Teamwork

We promote and support a diverse, yet unified, team. We work together to meet our common goals. Our values foster trust, which is critical to teamwork.

Respect

We honor the rights and beliefs of our fellow associates, our customers, our shareholders, our manufacturers and our community. We treat others with the highest degree of dignity and respect.

Accountability

We accept our individual and team responsibilities and we meet our commitments. We take personal responsibility for our performance in all of our decisions and actions.

Integrity

We employ the highest ethical standards, demonstrating honesty and fairness in every action that we take.

Innovation

We are creative in delivering value to our fellow associates, customers, shareowners, manufacturers and community. We anticipate change and capitalize on the many opportunities that arise.

We believe that corporate social responsibility starts with ourselves and the policies and procedures we have in place to guide our personal and corporate behavior. These give us a strong foundation on which to base our decisions, drive innovation and actively manage our operations across the globe. Corporate social responsibility is an intrinsic part of our long-term strategy, a smart investment that creates competitive advantage and helps the company achieve profitable, sustainable growth. We aim every day to do what is right, best and fair for our communities, partners, associates and shareholders while maintaining a strong and viable business.

What should I do?

I read the Code of Conduct and understand that as a U.S. publicly traded company, Ingram Micro needs to abide by certain principles, but in my country, things are different. Our government does not even comply with their own laws and regulations! How do you want me to do my job with the level of requirements described in the Code?

Familiarize yourself with the Code and abide by its content when you have doubts about the applicable standard. We all come from various backgrounds, countries and cultures. What seems acceptable in one country may not be in another. Our Code of Conduct helps us understand the principles guiding our decisions and our behaviors at Ingram Micro. It takes out the guesswork and documents our company culture, creating unity across the organization around these values. Report any issue of legal or ethical compliance that you encounter. Ingram Micro will protect from retaliation any associate who reports a concern in good faith.

Introduction to the Code

CODE OF CONDUCT

Does this code apply to me?

This Code of Conduct applies to everyone at Ingram Micro, in every region—all members of the Board of Directors (“Directors”), officers appointed by the Board of Directors and associates. In addition, Ingram Micro expects that third parties working on its behalf abide by its value of integrity and employ the highest ethical standards, demonstrating honesty and fairness in every one of their actions.

What are my responsibilities?

All of us—directors, officers and associates—are responsible for complying with this Code and with all company policies on legal and ethical conduct. Just as important, all of us are responsible for immediately reporting any issue of legal and ethical compliance that we encounter, in accordance with the procedures discussed later in this Code.

Do not hide problems, hoping that they might not be discovered—all issues must be brought to the light of day, immediately. This obligation is known within Ingram Micro as the “Sunshine Rule” and it forms a key part of our Code of Conduct. Ingram Micro will protect from retaliation any associate who follows the Sunshine Rule and reports a concern in good faith.

Also, all of us are responsible for raising questions about the Code and the policies, and seeking guidance, whether from a supervisor or, for example, the Human Resources department or the Legal department.

Ignorance is not an excuse for violating this Code.

The General Counsel has primary responsibility for enforcing the Code of Conduct and all company policies on legal and ethical conduct, as well as for issuing guidance and explanatory materials, subject to supervision by the Audit Committee of the Board of Directors.

What should I do?

I am aware of an ethics violation in my business unit, but I am afraid to report it. I fear being rejected by my peers or retaliated against by my supervisor if I do so.

Speak up! The Company will protect you against retaliatory or disciplinary action or other adverse employment consequences if, in good faith, you report a suspected legal or ethical compliance violation or conflict of interest, whether or not such suspicion turns out to be valid.

Non-Retaliation Policy

Where do I report violations, disclose issues or ask questions?

CODE OF CONDUCT

Associates suspecting violations of the Code of Conduct or company policies regarding legal and ethical conduct should immediately report them, and disclose any potential conflict of interest, to their supervisor, to the Human Resources or Legal departments, to their Regional Compliance Officer, to the Chief Compliance Officer or to the General Counsel. They may also report violations by contacting the Ingram Micro Hotline (anonymously if they so wish).

IM Hotline for all regions except EMEA IM Hotline for the EMEA region

All officers suspecting violations of the Code of Conduct or company policies on legal and ethical conduct must immediately report them, and disclose any potential conflicts of interest, to the General Counsel. Furthermore, the Chief Executive Officer and the principal financial officers (meaning the Chief Financial Officer, the Corporate Controller and all other officers and associates so designated by the General Counsel) must immediately disclose to the General Counsel any material transaction that could reasonably be expected to give rise to a conflict of interest. The General Counsel must in turn notify the Audit Committee of any such disclosure. Conflicts of interest and other issues of legal and ethical compliance involving the General Counsel must be disclosed to the Audit Committee.

All directors suspecting violations of the Code of Conduct or company policies on legal and ethical conduct must immediately report them, and disclose any potential conflicts of interest, to the General Counsel, who shall in turn notify the Audit Committee.

What should I do?

I have a question about the interpretation of the Code. I am not sure its provisions apply to a particular situation I am currently facing.

Please contact your Regional Compliance Officer, the Chief Compliance Officer, or the Legal or Human Resources departments for further assistance. Officers and directors should direct their questions to the General Counsel.

What are the policies and principles?

CODE OF CONDUCT

Central to this Code is the principle that all of us, whether directors, officers or associates, are expected to conform to the highest standards of legal and ethical conduct, including compliance with all the laws and regulations of the countries in which the company does business.

Abiding by this principle means that we must comply with specific company policies regarding legal and ethical conduct.

Please refer to those policies, which may be amended or supplemented from time to time, on the company intranet.

Some of the key policies are summarized as follows:

Anti-Boycott: We comply with the U.S. Anti-Boycott Law and will not cooperate in any act that supports the boycott of Israel.

Anti-Bribery: We cannot pay or offer money or anything else of value to government officials, officials of public international organizations, political candidates or political parties for the purpose of obtaining or retaining business for Ingram Micro. This applies to both direct and indirect payments, including those accomplished through any intermediary (independent contractors engaged on a commission or fee basis to assist or facilitate in obtaining or retaining business for Ingram Micro such as agents, sales consultants or advisors), vendors, resellers or service providers. The Ingram Micro Anti-Bribery Policy also prohibits us from making direct or indirect payment of bribes to commercial customers or to vendor employees to obtain or retain their business or influence their decisions.

What should I do?

A reseller is asking the company to facilitate a trip to Santa Ana for the decision maker at the Ministry of Health and her family. This may accelerate the purchase of these 2,000 projectors we have been talking about for a year. Not a big deal, the public official’s kids will love Disneyland and I’d like to make them happy!

Even if you like kids, don’t do it! We cannot pay or offer to provide directly or indirectly anything of value to government officials to obtain or retain business. This trip would violate several anti-bribery laws, in particular the U.S. Foreign Corrupt Practices Act. You must also immediately report the request to the Legal department.

What are the policies and principles?

CODE OF CONDUCT

Anti-Trust and Competition Laws: As part of the Ingram Micro policy of fair and honest dealing with customers, suppliers and competitors, we comply with applicable anti-trust or competition laws, including the prohibitions on fixing prices or margins with our competitors.

Conflicts of Interest: We must avoid situations that we know, or should know, create actual or potential conflicts of interest and immediately disclose them to the company, following the procedures described in the Conflict of Interest Policy. Furthermore, we cannot use company property for personal gain nor take for ourselves business opportunities that arise through the use of company property, information or position.

Export Laws: We comply with the export control laws of the United States and all other countries in which we operate, including restrictions on transactions with parties on the Restricted Parties List and with certain designated countries.

External Communications: As a publicly traded company listed on the NYSE, Ingram Micro is subject to specific communication obligations. Therefore, only authorized personnel are to have any contact with the media concerning matters affecting the company and we shall not disclose material, nonpublic company matters or developments with anyone outside the company (including family members, relatives or friends), except as permitted by company policies. This, however, does not prohibit any associate from complying with any local, state and federal laws and regulations, including those dealing with reporting emergencies to appropriate agencies.

Social Networking and Blogging: They have become common ways to communicate with friends, customers, fellow associates and nearly everyone in our lives. We comply with the company guidelines when using social networking and blogging as it relates to Ingram Micro.

What should I do?

I am at a vendor event in Las Vegas and during a working session, some of our competitors and the vendor discuss profit margin and costs related to a specific bid.

Discussions or exchange of information with competitors concerning all antitrust sensitive issues (prices, T&Cs, markets, customers, profits, margins, intent to bid, etc.) must be avoided. Merely remaining silent in the presence of such discussions can make you a co-conspirator. Ask that the discussions stop or leave!

Report the occurrence to the Legal Department.

What are the policies and principles?

CODE OF CONDUCT

Financial Disclosures: We shall ensure that Ingram Micro’s filings with the Securities and Exchange Commission as well as all other public communications about the financial condition of the company and the results of operations represent full, fair, accurate, timely and understandable disclosure.

Guidelines in Gathering Competitive Intelligence: We only gather competitive intelligence in accordance with applicable anti-trust and competition laws and with our company values. Direct exchanges of competitive intelligence with our competitors are prohibited.

Guidelines on Trading in Securities: We cannot trade in Ingram Micro securities based on material or inside information, nor advise others to do so. Furthermore, we cannot trade in the securities of other companies, nor advise others to do so, based on material or inside information gained about those companies in the course of our duties for Ingram Micro.

Protection of Proprietary Information: We must safeguard Ingram Micro proprietary information or intellectual property, and third-party proprietary information or intellectual property entrusted to Ingram Micro, from loss, theft, unauthorized modification and unauthorized disclosure.

Receipt of Gifts and Gratuities: We can accept (but never solicit) from present or prospective suppliers, or offer to our customers, only gifts, gratuities, entertainment or other courtesies that are not excessive and are consistent with reasonable standards in the business community, the Gift and Entertainment Policy, and company requirements.

What should I do?

A vendor invites me to join him at a local sporting event where we will watch the game and discuss business opportunities. The seats have a face value of U.S. $250. Should I go? This constitutes business entertainment. You may accept the invitation. Note: If the vendor simply offers you two tickets to the event, with no plans for him or her to accompany you, that is a gift, which you should decline as it exceeds the allowable gift limit. Also, remember that with regard to any entertainment you offer or accept, the policy expects you to exercise good judgment on whether it is customary and reasonable, or is instead lavish, which could create an appearance of undue influence. Whenever in doubt, consult with your supervisor on the appropriate course of conduct.

What are the policies and principles?

CODE OF CONDUCT

Records Retention: We must retain documents in accordance with any records retention schedule adopted by Ingram Micro for the specific country in which we are located.

Smart Citizens: As individual and corporate members of the global community, we are committed to be socially responsible in three key areas:

• Our Environment: We lead as an environmentally accountable corpora -tion working with vendor and customer partners to minimize our company’s impact on the environment. We increase the utilization of green technologies, as well as identify and proactively address risks of pollution arising from our activities, products or services, in order to effectively control and reduce our environmental footprint. We inform others of our commitments, including companies from whom we source products and services, and collaborate with and support the sustainability efforts of our business partners. We undertake annual reviews of this commitment in the light of any new knowledge, changing legislation or public concerns.

• Our Communities: We are a positive influence in the communities in which we work and live.

• Our Workplace: We maintain a professionally challenging, rewarding, respectful and safe workplace for all Ingram Micro associates and business partners. We view diversity as one of our primary competitive advantages required to sustain our company performance and continued success. We respect applicable local laws and international conventions prohibiting child labor.

We strive to keep these commitments, doing what is right, best and fair for our communities, partners, associates and shareholders, while maintaining a strong and viable business.

Theft and Loss Prevention: We must protect Ingram Micro’s assets against theft and loss and report any theft or loss to our supervisor, the Security department or the Human Resources department.

“Corporate social responsibility is a commitment we all share at Ingram Micro. With a presence in 26 countries around the globe, the world is not just where we do business—it’s where we live, play and raise our families. For this reason, 2010 became a year where we gained significant momentum in our social responsibility efforts. We took the grass-roots work our associates were forging around the globe, both personally and professionally, and formed a company-wide program that has top priority from the board-room to every corner of our organization. We launched this strategic effort on Earth Day 2010 through our Smart Citizen brand.”

Gregory M.E. Spierkel Chief Executive Officer Ingram Micro Inc.

CSR Public Report

How can this Code of Conduct be amended or waived?

CODE OF CONDUCT

The Board of Directors must approve any amendments to this Code of Conduct.

Any amendments affecting the Chief Executive Officer and the principal financial officers will be promptly disclosed to the company’s shareholders.

Company policies on legal and ethical compliance implementing this Code can be amended or additional policies adopted, only in accordance with procedures established by the General Counsel.

The Board of Directors must approve any waiver of the Code of Conduct or company policies on legal and ethical conduct for Directors and officers.

Any waiver affecting the Chief Executive Officer or the principal financial officers will be promptly disclosed to the company’s shareholders.

The General Counsel must approve any waiver of the Code of Conduct or company policies on legal and ethical conduct for associates and report any such waiver to the Audit Committee at its next meeting.

This Code of Conduct was adopted by the Ingram Micro Board of Directors on March 3, 2003, and revised on Aug. 24, 2005, Nov. 7, 2007 and Nov. 29, 2011.

How Do I Contact the Hotline?

CODE OF CONDUCT

Remember that Ingram Micro will protect from retaliation any associate who follows the Sunshine Rule and reports a concern in good faith.

North America (Also applies to Israel)

Online: http://www.safe2say.net/IM.htm Telephone: (877) INGRAM2 (464-7262)

Latin America

Online: http://www.safe2say.net/IM.htm

Telephone: Dial one of the toll-free access numbers below and then dial (877) INGRAM2 (464-7262).

Country Toll-free number

Argentina 0-800-555-4288 or 0-800-222-1288

Brasil 0800-890-0288 or 0800-888-8288

Chile 800-225-288

Chile—para operadora de idioma español 800-360-312

Costa Rica 0800-0-114-114

Ecuador 1-999-119 or 1-800-225-528

Ecuador—para operadora de idioma español 1-800-999-199

El Salvador 800-1785

México 01-800-288-2872 or 001-800-462-4240

México—para operadora de idioma español 01-800-112-2020 or 001-800-658-5454

Perú 0-800-50-288

Perú—para operadora de idioma español 0-800-50-000

República de Panamá 00-800-001-0109

EMEA

Online: http://ingrammicro-europe.safe2say.eu

Telephone: Dial 00-800-4410-0005, except in the following countries:

Country Toll-free number

Hungary 06-800-13315

Portugal 8008 14144

Switzerland 0800-800016

How Do I Contact the Hotline?

CODE OF CONDUCT

Asia Pacific

Online: http://www.safe2say.net/IM.htm

Telephone: Dial one of the toll-free access numbers below and then (877) INGRAM2 (464-7262).

Country Toll-free number

Australia 1-800-881-011 (Telstra)

1-800-551-155 (Optus)

Bangladesh 157-0011

China—for a Mandarin-speaking operator 10810

China—from Hong Kong 800 96 1111

China—from northern China, the Beijing region 108-888

China—from southern and central China, the 108-11 or ###-##-####

Shanghai andGuangzhou regions

Hong Kong ###-##-####

India 000-117

Malaysia 1-800-80-0011

New Zealand 000-911

Pakistan 00 800 01001

Singapore 800-011-1111 or 800-001-0001

Sri Lanka 430-430

Thailand 1-800-001-33 or 001-999-11111

The Philippines 105-11

105-12

© 2011 Ingram Micro Inc. All rights reserved. Ingram Micro and the Ingram Micro logo are trademarks used under license by Ingram Micro Inc. All other trademarks are the property of their respective companies. 11 /11 JV2011.1190a

EX-99.1

Exhibit 99.1

INGRAM MICRO INC.

A Delaware corporation

(the “Company”)

Corporate Governance Guidelines

Amended September 13, 2011

I. Composition of the Board and Board Membership Criteria

The Governance Committee shall establish criteria for Board membership, which shall include the criteria set forth in these Corporate Governance Guidelines, and shall recommend individuals for membership on the Company’s Board of Directors. In making its recommendations, the Governance Committee shall:

• review candidates’ qualifications for membership on the Board (including a determination as to the independence of the candidate) based on the criteria established by the Company’s Bylaws, the Governance Committee, and these Corporate Governance Guidelines;

• assess the performance of directors who are being considered for re-nomination to the Board; and

• periodically review the composition of the Board in light of the current challenges and needs of the Board, and determine whether it may be appropriate to add or remove individuals after considering issues of judgment, diversity, age, skills, background and experience.

II. Director Qualifications

Independence

A majority of the Board shall be comprised of directors meeting the independence requirements of the New York Stock Exchange. The Board shall make an affirmative determination at least annually as to the independence of each director.

Term of Office

The Board has determined that annual election of all Directors is in the Company’s best interest. The Board will review that determination periodically and will recommend to the shareowners that it be modified if it appears appropriate and in the best interest of the shareowners to do so.

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Retirement Age

The Board does not have a mandatory retirement age. Rather, it is the responsibility of the Governance Committee annually to assess and consider the effectiveness and contributions of each director.

Simultaneous Service on Other Boards

It is the policy of the Board that every director should seek the consent of the Board and confirm through the Chairman of the Board the absence of any actual or potential conflict, prior to accepting an invitation to serve on the Board or similar policy-making body of any other company or non-profit organization, or as an elected or appointed government official or member of a government board or advisory group.

Changes in Primary Employment

If a director significantly changes his or her primary employment during his or her tenure, that director shall tender his or her resignation from the Board to the Chairman of the Board, who shall refer it to the Governance Committee. The Governance Committee shall evaluate the continued appropriateness of Board membership under the new circumstances and make a recommendation to the Board as to any action to be taken to accept or reject the resignation.

Conflicts of Interest

If an actual or potential conflict of interest develops because of a change in the business of the Company or a subsidiary, or in a director’s circumstances (for example, significant and ongoing competition between the Company and a business with which the director is affiliated), the director should report the matter immediately to the Chairman of the Board for evaluation and appropriate resolution.

If a director has a personal interest in a matter before the Board, the director shall disclose the interest to the full Board, shall recuse himself or herself from participation in the discussion, and shall not vote on the matter.

Director Equity Ownership

The Board believes that directors should hold equity ownership positions in the Company. The Company has adopted the following director share ownership guidelines: Each director is required to achieve and maintain ownership of shares of our common stock with an aggregate value (market price multiplied by the number of shares) equal to three times the maximum amount of cash retainer that may be selected by each member of the Board in their capacity as Board members under the Company’s Compensation Policy for Members of the Board of

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Directors (not taking into account additional cash compensation for other special roles on the Board such as being the Chairman of the Board, a Committee chair or being a member of a specific Board Committee) beginning five years from the date of his or her election to the Board. For the avoidance of doubt, vested stock options held by the Board member which are not exercised are not considered for purposes of director equity ownership; however, vested restricted stock units which have been deferred until after a Board member’s retirement from the Board are included for purposes of director equity ownership.

III. Director Responsibilities

The Board acts as the ultimate decision-making body of the Company and advises and oversees management, who are responsible for the day-to-day operations and management of the Company. In fulfilling these roles, each director must act in what he or she reasonably believes to be the best interests of the Company and must exercise his or her business judgment.

Participation at and Preparation for Board Meetings

The Company expects directors to be active and engaged in discharging their duties and to keep themselves informed about the business and operations of the Company. Directors are expected to attend all Board meetings and the meeting of the committees on which they serve and to prepare themselves for these meetings.

In order for the Board to exercise fully its oversight functions, management provides the Board with access to information from many sources regarding the Company and the markets in which the Company operates. Any written materials which would assist directors in preparing for a Board or committee meeting shall be distributed to the directors in advance of the meeting, to the extent possible, and directors are expected to review such materials prior to the meeting.

Attendance at Annual Meetings of Shareowners

Directors are encouraged and expected to attend the annual meeting of shareowners.

Company Performance and Corporate Strategy

The Board shall review the Company’s financial performance on a regular basis at Board meetings and through periodic updates. The Board shall also conduct an annual meeting to review and approve the Company’s long-term strategy, and assess its strategic, competitive and financial performance, on both an absolute basis and in relation to the performance, practices and policies of its peers and competitors.

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IV. Board Agenda

The Chairman of the Board, in conjunction with the CEO, shall determine the frequency and length of Board meetings and shall set the agenda for each Board meeting. Board members are encouraged to suggest the inclusion of additional items on an agenda.

V. Lead Director

The non-management directors shall choose a Lead Director when the Chairman of the Board is not independent of management. The Lead Director shall be elected from time to time, as necessary, by a majority vote of the non-management directors. The Company’s annual proxy statement will identify the manner in which the Lead Director is selected and the method for interested parties to communicate directly with the Company’s non-management directors.

VI. Meetings of Non-Management Directors

The Company’s non-management directors shall meet at each regularly scheduled meeting of the Board in an executive session in which management does not participate.

The Lead Director shall develop the agenda for and preside at each executive session. The Chairman of the Board shall perform the duties of the Lead Director when the Chairman is independent of management.

VII. Board Size

The Board presently has ten members. Although the Board considers its present size to be appropriate, it may consider expanding its size to accommodate an outstanding candidate or candidates or reducing its size if the Board determines that a smaller Board would be more appropriate. The Governance Committee shall periodically review the size of the Board and recommend any proposed changes to the Board.

VIII. Chairman of the Board and CEO

The Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman and CEO in any way that is in the best interests of the Company at a given point in time. The Board may make a determination as to appropriate policies in connection with the recruitment and succession of the Chairman of the Board and/or the CEO.

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IX. Board Committees

Standing and Special Committees

The Board shall have at all times an Audit Committee, a Human Resources Committee and a Governance Committee. Only independent directors meeting the independence requirements of the New York Stock Exchange and the Sarbanes-Oxley Act of 2002 as promulgated by the Securities and Exchange Commission may serve on these three committees. The Board also shall have an Executive Committee. Committee chairs and other members shall be appointed by the Board based upon the recommendation of the Governance Committee. The Board may, from time to time, establish or maintain additional committees as it deems appropriate and in the best interests of the Company.

In making its recommendations for committee appointments, the Governance Committee shall:

• Review candidates’ qualifications for membership on the committee (including a determination as to the independence of the candidate) based on the criteria established by the Company’s Bylaws and the Governance Committee;

• In evaluating current directors for re-appointment to a committee, assess the performance of such director and of such committee; and

• Periodically review the composition of the committee in light of the current challenges and needs of the committee, and determine whether it may be appropriate to add or remove individuals after considering issues of judgment, diversity, age, skills, background and experience.

While the rotation of committee members at certain set intervals should be considered periodically, rotation is not required because the Board believes there are significant benefits attributable to continuity and experience gained in service on a particular committee over time.

Each of the Audit Committee, Human Resources Committee, Governance Committee and Executive Committee shall operate pursuant to its own written charter. These charters shall, among other things, set forth the purpose, goals and responsibilities of the particular committee, the procedures for committee member appointment and removal and committee structure and operations, as well as reporting to the Board. The charters shall also provide for an annual evaluation of each committee’s performance.

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Committee Chairs

Possible rotation of committee chair positions shall be reviewed at the time of the annual meeting after the incumbent has held the position for at least three full years, unless the chair of the committee earlier resigns the chair position, dies, or otherwise leaves the applicable committee. When a vacancy occurs in a committee chair position the Governance Committee will make a recommendation to the Board for a new committee chair.

Frequency and Length of Committee Meetings and Committee Agenda

The chair of each standing committee, with the assistance of appropriate members of management, shall determine the frequency and length of meetings of the committee and develop the agenda for each meeting. At the direction of the chair, a member of the committee or a member of management shall take minutes of each committee meeting. Board members who are not members of a committee are nevertheless welcome to attend its meetings.

X. Board Member Access to Management and Independent Advisors

Board members shall have access to the management and employees of the Company and to its outside counsel and auditors. Any meetings or contacts that a director wishes to initiate may be arranged through the CEO.

Executive officers and other members of senior management are expected to be present at Board meetings at the invitation of the Board. The Board encourages senior management to make presentations and to invite to Board meetings managers and other employees who can provide additional insight into the items being discussed. The Board also encourages senior management to include in Board meetings individuals that senior management believes may become prospective leaders of the Company.

The Board and each of its committees is authorized to hire independent legal, financial or other advisors as they may consider necessary, without obtaining the approval of management or, in the case of committees, the full Board.

XI. Director Compensation

The Governance Committee shall review annually and recommend to the Board for its approval compensation (including stock option grants and other equity-based compensation) for the Company’s directors. In so reviewing and recommending director compensation, the Governance Committee shall retain and consider the views of an independent advisor.

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XII. Director Orientation and Continuing Education

All new members of the Board are expected to participate in the Company’s orientation program for directors. Other directors may also attend the orientation program.

Such orientation and continuing education programs shall be developed by the Company’s Secretary and overseen by the Governance Committee of the Board.

XIII.  Management Evaluation and Management Succession

The Human Resources Committee shall establish the compensation package of the Chief Executive Officer. It also shall review and approve the compensation packages of the officers of the Company who report directly to the Chief Executive Officer and the Chief Operating Officer, and any other officers whose compensation is required to be disclosed in detail in the Company’s annual proxy statement.

The Human Resources Committee shall evaluate the performance of the senior management of the Company and shall present its findings to the full Board. The Human Resources Committee also shall review and report to the Board on the Company’s succession planning, including succession planning in the case of the incapacitation, retirement or removal of the CEO.

The CEO shall provide an annual report to the Human Resources Committee recommending and evaluating potential successors, along with a review of any development plans recommended for such individuals. The CEO shall also provide to the Board, on an ongoing basis, his or her recommendation as to a successor in the event of an unexpected emergency.

XIV.  Annual Performance Evaluation

The Board, led by the Governance Committee, shall establish and conduct an annual self-evaluation to determine whether it and its committees are functioning effectively. The Governance Committee shall oversee the evaluation with each director responding to a questionnaire developed by the Governance Committee with respect to various criteria. The collective evaluations shall be compiled in advance of the review session and shall be presented by the Chair of the governance Committee to the full Board for discussion. This process shall also include annual self-assessments by each Board committee, relying on a review process similar to that used by the Board, with performance criteria for each committee established on the basis of its charter.

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XV. Evaluation of Individual Director Performance

It is the policy of the Board to have the Governance Committee assess, on the basis of established criteria, the performance of each individual director standing for re-election at the next shareowners meeting. The established criteria shall address each director’s core competencies, independence, effectiveness, and level of commitment.

The Governance Committee shall consider not only an individual’s qualities, performance and professional responsibilities, but also the then composition of the Board and the challenges and needs of the Board at that time. The Governance Committee also shall consider the impact of any change in the principal occupation of existing directors. Upon completion of the individual director evaluation process, the Committee shall report to the full Board its conclusions and recommendations for nominations to the Board.

It is the policy of the Board that the Governance Committee also should review and consider the performance of any individual director if a situation were to arise that interfered with the proper performance of his or her duties as a member of the Board.

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