333-39457
filed pursuant to
Rule 424(b)(3)
This document constitutes part of a prospectus
covering securities that have been registered
under the Securities Act of 1933
INGRAM MICRO INC.
Supplement
dated April 29, 1998
to
Prospectus
dated November 20, 1997
relating to the
INGRAM MICRO INC.
AMENDED AND RESTATED 1996 EQUITY INCENTIVE PLAN
This document ("Supplement") supplements the Prospectus dated November
20, 1997 (the "Prospectus") relating to the Ingram Micro Inc. Amended and
Restated 1996 Equity Incentive Plan (the "Amended 1996 Plan"). Capitalized
terms used in this Supplement will have the same meaning as in the Prospectus
or the Amended 1996 Plan unless the term is defined in this Supplement. A
copy of the Prospectus, and additional information regarding the Amended 1996
Plan and its administrators, may be obtained from the Compensation and
Benefits Manager, Ingram Micro Inc., 1600 E. St. Andrew Place, Santa Ana,
California 92705 (telephone number: (714) 566-1000).
Effect of Termination of Employment
The third paragraph under the section entitled "Effect of Termination of
Employment" (page 25 of the Prospectus) is amended effective as of December
20, 1997 by replacing that paragraph with the following:
Death. Unless the Committee otherwise provides, if a Participant
Transferor dies while employed by the Company or any of its
Subsidiaries, all of the Participant Transferor's unvested Non-
Qualified Stock Options will immediately vest. The Participant
Transferor's successor will have the right to exercise any Non-
Qualified Stock Option during the one-year period following the date
of the Participant Transferor's death, but not later than the normal
expiration date of the Non-Qualified Stock Option.
Disability. Unless the Committee otherwise provides, if a
Participant Transferor becomes permanently and totally disabled while
employed by the Company or any of its Subsidiaries, Participant
Transferor's unvested Non-Qualified Stock Options will continue to
vest while the Participant Transferor remains disabled. The
Participant Transferor will have the right to exercise any Non-
Qualified Stock Option during the one-year period following the last
vesting date, but not later than the normal expiration date of the
Non-Qualified Stock Option.
Retirement. Unless the Committee otherwise provides, if a
Participant Transferor retires from employment with the Company or
any of its Subsidiaries, the Participant Transferor will have the
right to exercise any Non-Qualified Stock Option during the one-year
period following the retirement date, to the extent exercisable at
retirement, but not later than the normal expiration date of the Non-
Qualified Stock Option.
No person has been authorized to give any information or to make any
representations other than those contained in this Supplement to the
Prospectus, and, if given or made, such information or representations must
not be relied upon as having been authorized. This Supplement to the
Prospectus does not constitute an offer to sell or the solicitation of an offer
to buy any securities in any circumstances in which such offer or solicitation
is unlawful. Neither the delivery of this Supplement to the Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since the date
hereof or that the information contained herein is correct as of any time
subsequent to its date.
April 29, 1998