Exhibit 10-AAll
AMENDED AND RESTATED
2000 EQUITY INCENTIVE PLAN
OF TECH DATA CORPORATION
(as Amended & Restated through March 29, 2006)
1. PURPOSE.
The purposes of the 2000 Equity Incentive Plan (the “Plan”) of Tech Data Corporation (the “Company”) are to advance the
interests of the Company and its shareholders by strengthening the ability of the Company to attract, retain and reward highly
qualified officers and other employees, to motivate officers and other selected employees to achieve business objectives
established to promote the long-term growth, profitability and success of the Company, and to encourage ownership of the
Common Stock of the Company by participating officers and other selected employees allowing such employees to participate
in the long-term growth of the Company. The Plan authorizes performance-based stock and cash incentive compensation in the
form of stock options, restricted stock, restricted stock unit, performance grants and awards.
2. DEFINITIONS.
For the purposes of the Plan, the following terms shall have the following meanings:
(a) “ADJUSTED NET INCOME” means, with respect to any fiscal year of the Company, the amount reported as “Net Income” in
the audited Consolidated Statement of Income of the Company and Subsidiaries for such year (as set forth in the Company’s
Annual Report to Shareholders for such year), adjusted to exclude any of the following items: (i) extraordinary items (as
described in Accounting Principles Board Opinion No. 30)Íž (ii) gains or losses on the disposition of discontinued operationsÍž
(iii) the cumulative effects of changes in accounting principlesÍž and (iv) any applicable adjustments for calculating net income
per diluted share in accordance with generally accepted accounting principles.
(b) “ANNUAL NET INCOME PER DILUTED SHARE” means, with respect to the fiscal year of the Company in respect of which
a determination thereof is being or to be made, the Adjusted Net Income for such year divided by the applicable weighted
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