INGRAM MICRO INC
EXHIBIT 10.24
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<TYPE>EX-10.24
<SEQUENCE>5
<FILENAME>a27603exv10w24.txt
<DESCRIPTION>EXHIBIT 10.24
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                                                                   EXHIBIT 10.24

                           [INGRAM MICRO LETTERHEAD]

1.0   PURPOSE

      Provide eligible executive officers of the Company continuing financial
      security in the event the Company terminates their employment without
      "cause." This policy sets forth the terms and conditions regarding the
      payment of severance benefits for eligible executive officers.

2.0   APPLICABILITY

      This policy applies to (i) Ingram Micro's chief executive officer, (ii)
      executive officers of the Company elected by the Company's Board of
      Directors who report to either the chief executive officer or the chief
      operating officer of the Company, and (iii) such other executive officers
      elected by the Company's Board of Directors as the Human Resources
      Committee of the Board of Directors may determine from time to time in
      their discretion.

3.0   POLICY

      3.1   ELIGIBILITY - Eligible executive officers are entitled to the
            severance benefits described in this policy if their employment is
            terminated by the Company without "cause". Eligible executive
            officers shall not be entitled to receive severance benefits if
            their employment with the Company is terminated (i) by the Company
            for "cause", (ii) due to their resignation for any reason; (iii) due
            to their disability; (iv) due to their retirement; or (v) as a
            result of their death.

      3.2   BENEFITS - The following severance benefits will be provided to
            eligible executive officers meeting the eligibility criteria for
            severance set forth above:

            3.2.1 The greater of:

                  3.2.1.1 The sum of: (i) the eligible executive officer's Base
                          Salary in effect on the effective date of the
                          termination of employment with the Company ("Effective
                          Date"); and (ii) the executive officer's Target Annual
                          Bonus in effect on the Effective Date; OR

                  3.2.1.2 The product of 1/12th times the sum of (i) the
                          executive officer's Base Salary in effect on the
                          Effective Date and (ii) the executive officer's Target
                          Annual Bonus in effect on the Effective Date,
                          multiplied by the number of full years' of employment
                          with the Company.

                  3.2.1.3 Such amounts shall be payable in cash in equal
                          installments at such times and in accordance with the
                          applicable Company payroll periods over a period of
                          months equal to the greater of (i) twelve (12); or
                          (ii) the number of full years' of employment with the
                          Company ("Continuation Period"). All payments will be
                          subject to applicable tax and related payroll
                          withholding requirements.

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                           [INGRAM MICRO LETTERHEAD]


            3.2.2 An amount equal to the executive officer's unpaid annual bonus
                  established for the bonus plan year in which the Effective
                  Date occurs, multiplied by a fraction, the numerator of which
                  is the number of days completed in the then existing fiscal
                  year through the Effective Date, and the denominator of which
                  is three hundred sixty-five (365). This amount will be
                  calculated and paid after the close of the applicable fiscal
                  year at such time and in the same manner as annual bonus
                  payments are made to actively employed executive officers.
                  This amount will be calculated based on actual performance
                  achieved during the fiscal year relative to the performance
                  objectives set forth in the applicable annual bonus plan.

            3.2.3 Continuation of the Company-sponsored health and welfare
                  benefits of medical insurance, dental insurance and vision
                  insurance for the eligible executive officer and enrolled
                  dependents as of the Effective Date through the "Continuation
                  Period". These benefits shall be available to the executive
                  officer at a cost equal to 100% of the Company's premium rate
                  for such plans as in effect as of the Effective Date and shall
                  be payable on a pre-tax basis through payroll withholdings. In
                  the event the Company's premium costs change for the
                  referenced welfare benefits during the "Continuation Period",
                  the executive officer's cost for these benefits shall change
                  in a corresponding manner.

            3.2.4 Participation in a Company paid outplacement program for up to
                  one year following the Effective Date, up to a maximum cost to
                  the Company of $20,000. The selection of the outplacement
                  assistance firm shall be at the discretion of the Company. The
                  executive officer may not select a cash payment in lieu of
                  this benefit.

      3.3   EXECUTIVE PHYSICAL EXAMINATION PROGRAM - Participation in the
            Company's Executive Physical Examination Program will cease on the
            Effective Date.

      3.4   RETIREMENT PLANS - Participation in the Company's retirement plan(s)
            and deferred compensation plan(s) will cease on the Effective Date.
            Payment of accrued benefits and account balances in these plans will
            be made in accordance with the plans' provisions and the executive
            officer's distribution election forms on file as of the Effective
            Date.

      3.5   STOCK AWARDS - Stock options, restricted stock awards, or other
            stock-based incentive compensation awards shall be governed by the
            terms of the plan(s) and award agreement(s) for each such award.

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                           [INGRAM MICRO LETTERHEAD]

      3.6   LONG-TERM EXECUTIVE CASH INCENTIVE AWARD PROGRAM AND EXECUTIVE
            LONG-TERM PERFORMANCE SHARE PROGRAM - The executive officer's
            participation in the Company's Long-Term Executive Cash Incentive
            Award Program and Executive Long-Term Performance Share Program and
            the payment(s) of earned awards shall be made in accordance with the
            terms of the plan(s) and award agreement(s) for each such award.

      3.7   MITIGATION OF BENEFITS - The executive officer will not be obligated
            to seek other employment in mitigation of the amounts payable or
            arrangements made under this policy. Obtaining any other employment
            will in no event affect any of the Company's obligations to make
            payments and arrangements referenced within this policy.

      3.8   RELEASE AND COVENANT - The entitlement of the executive officer to
            the severance benefits provided in this policy is contingent upon
            the executive officer's execution of a release and covenant
            agreement satisfactory to the Company which may include, but is not
            limited to, confidentiality, non-competition, non-solicitation, and
            no-raid provisions for a period equal to the Continuation Period.

      3.9   EFFECT OF EMPLOYMENT CONTRACTS -- If an executive officer has an
            employment agreement with the Company in force on the Effective
            Date, he or she may elect to receive the severance benefits and
            limitations provided for in such agreement or those provided by the
            terms of this policy, but not both. Any such election shall be in
            writing delivered to the Senior Vice President, Human Resources of
            the Company. In the absence of any such election, the terms of the
            executive officer's employment agreement shall control.

      3.10  AUTHORITY - The provisions of this policy have been established by
            the Human Resources Committee of the Board of Directors of Ingram
            Micro Inc. The Committee maintains the right to modify or terminate
            this policy at any time, with or without prior notification.

4.0   RESPONSIBILITIES

5.0   PROCEDURES

6.0   RELATED DOCUMENTS

7.0   DEFINITIONS

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                           [INGRAM MICRO LETTERHEAD]

      For purposes of this policy, the following terms will have the meanings
      set forth below:

7.1   COMPANY - Company means Ingram Micro Inc., a Delaware corporation, and its
      wholly owned subsidiaries and affiliates. Company also means Ingram Micro
      Inc.'s predecessor companies and their wholly-owned subsidiaries and
      affiliates.

7.2   BASE SALARY - The fixed annual cash compensation that is generally paid in
      substantially equal periodic payments over the course of the 12-month
      period approximating the calendar year.

7.3   TARGET ANNUAL BONUS - The executive officer's annual base salary in effect
      on the Effective Date multiplied by the incentive award percentage
      applicable to such executive officer's salary grade or position as
      specified in the Company's annual Executive Incentive Award Plan in effect
      for the fiscal year in which the Effective Date occurs.

7.4   TERMINATION FOR CAUSE - Refers to the occurrence of any one or more of the
      following:

      (i)   Participant fails to observe and fully obey Ingram's rules and
            regulations of conduct;

      (ii)  Participant is convicted by any federal, state or local authority
            for an act of dishonesty, or an act constituting a felony;

      (iii) Participant's commission of fraud, embezzlement or misappropriation,
            whether or not a criminal or civil charge is filed in connection
            therewith; or

      (iv)  any other conduct on the part of Participant that would make
            Participant's retention by Ingram prejudicial to Ingram's best
            interests.

8.0   REVISION HISTORY

      8.1   No prior revisions.

SIGNATURES


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