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Board Representation Agreement [Amendment No. 1]

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Title:

Board Representation Agreement [Amendment No. 1]

Entities:

Ingram Micro Inc.

Date:

2001

Size:

Preview shows 4KB of 15KB total

Price:

$42

ID:

#241636

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AMENDMENT NO. 1 TO BOARD REPRESENTATION AGREEMENT

AMENDMENT dated as of June 1, 2001 to the Board Representation Agreement dated as of November 6, 1996 (the ?Board Representation Agreement?) among Ingram Micro Inc., a Delaware corporation (?Micro?), and each person listed on the signature pages thereof.

W I T N E S S E T H :

WHEREAS, the parties hereto desire to amend the Board Representation Agreement to reflect amendments to Micro?s certificate of incorporation and bylaws;

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. Amendment to Section 2.1. Section 2.1 of the Board Representation Agreement is hereby deleted and replaced with the following text:

?Section 2.1 Number of Directors; Term; Quorum; Vote. The bylaws of Micro shall provide for a Board consisting of at least eight and no more than ten members. The term of directors may be set by the vote of a majority of the entire Board of Directors, and if required by applicable law, approval of Micro?s stockholders, to be either:

                (a)    one year, commencing immediately following the annual meeting of stockholders at which such director is to be elected and ending at such time after the next annual meeting of stockholders as his or her successor is elected and qualified or upon such director?s death, or earlier resignation or removal in accordance with this Agreement or applicable law; or

(b)    staggered, where the Board shall be divided into three (3) classes, as nearly equal in number as possible, and directors chosen at the 2001 annual meeting of Micro?s stockholders will serve one, two or three years, depending on the class of which they are serving as a member. In each case, at the time of the next election of a class, directors of that class will serve terms ending at such time after the annual meeting held three years after such election as his or her successor is elected and qualified or upon such director?s death, or earlier resignation or removal in accordance with this Agreement or applicable law.



Except as otherwise provided herein, the bylaws of Micro shall provide that the vote of a majority of the entire Board of Directors shall be required for all actions of the Board.?

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	?Section 2.1 Number of Directors; Term; Quorum; Vote. The bylaws of Micro shall provide for a Board consisting of at least eight and no more than ten members. The term of directors may be set by the vote of a majority of the entire Board of Directors, and if required by applicable law, approval of Micro?s stockholders, to be either:

	(a)		one year, commencing immediately following the annual meeting of stockholders at which such director is to be elected and ending at such time after the next annual meeting of stockholders as his or her successor is elected and qualified or upon such director?s death, or earlier resignation or removal in accordance with this Agreement or applicable law; or

	(b)		staggered, where the Board shall be divided into three (3) classes, as nearly equal in number as possible, and directors chosen at the 2001 annual meeting of Micro?s stockholders will serve one, two or three years, depending on the class of which they are serving as a member. In each case, at the time of the next election of a class, directors of that class will serve terms ending at such time after the annual meeting held three years after such election as his or her successor is elected and qualified or upon such director?s death, or earlier resignation or removal in accordance with this Agreement or applicable law.


	Except as otherwise provided herein, the bylaws of Micro shall provide that the vote of a majority of the entire Board of Directors shall be required for all actions of the Board.?