Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) Compensatory Arrangements of Certain Officers.
On February 2, 2009, the Human Resources Committee of the Board of Directors
(the "Committee") of Ingram Micro Inc. ("Ingram Micro") approved and established
the performance-based target annual bonus incentive awards, including the
related performance objectives, for each of Ingram Micro's named executive
officers effective in or beginning with Ingram Micro's 2009 fiscal year. These
target bonus incentive awards are based upon the achievement of certain
pre-established financial performance goals established by the Committee. No
awards will be earned if threshold performance levels are not met; however,
amounts actually earned could be increased if actual performance exceeds
pre-established targeted financial goals. The Committee did not make any changes
to the named executive officers' base compensation for Ingram Micro's 2009
fiscal year compared to the 2008 fiscal year.