Tech Data (TECD)

Item 1.01. Entry into a Material Definitive Agreement.

By resolution effective on September 7, 2006 of the Board of Directors of Tech Data Corporation (the “Company”), Robert M. Dutkowsky was named chief executive officer and appointed a member of the Board of Directors of the Company (the “Board”), both effective October 2, 2006. An employment agreement with Mr. Dutkowsky was also approved, the material terms of which are summarized under Item 5.02 below.

Item 1.01. Entry into a Material Definitive Agreement

On March 7, 2006, Tech Data entered into an agreement for the sale of the assets of the EMEA training business (“Training Business”) to a third-party, Global Knowledge Network, for cash. The Company expects that the transaction will close in March 2006. The Company will provide IT services for a transitional period anticipated to be approximately 6 months, but will have no other significant continuing involvement in the operations of the Training Business subsequent to the closing.

Item 1.01. Entry into a Material Definitive Agreement.

On June 7, 2005, the Board of Directors of Tech Data Corporation (the “Company”) approved a change to the compensation for non-employee members of the Company’s Board of Directors. Non-employee members of the Board of Directors will receive an annual retainer of $45,000. The Chairperson of the Audit Committee and Audit Committee members will receive annual retainers of $20,000 and $10,000, respectively. Chairpersons of all other committees will receive an annual retainer of $7,500 and committee members (other than members of the Company’s Audit Committee) will receive an annual retainer of $3,500. All annual retainers will be paid in quarterly installments.

In addition, all non-employee members of the Board of Directors received a grant of 3,000 maximum-value stock -settled stock appreciation rights (“MV Stock-settled SARs”) pursuant to the 2000 Equity Incentive Plan of Tech Data Corporation (the “2000 Equity Incentive Plan”), as amended by the Company’s shareholders at the 2005 Annual Meeting of Shareholders held on June 7, 2005. The award of the MV Stock-settled SARs were priced at the last sale price as quoted on the NASDAQ Stock Market on June 7, 2005 and fully vest in one year from the date of the award.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Item 1.01. Entry into a Material Definitive Agreement.

(a) Adoption of Annual Incentive Bonus Plan

On March 30 and 31, 2005, the Board of Directors of Tech Data Corporation (the “Company”) and the Compensation Committee of the Board of Directors (“Compensation Committee”) approved the Fiscal Year 2006 Executive Compensation and Incentive Bonus Plan (“the Fiscal 2006 Plan”) for the Company’s chief executive officer and certain other members of its executive management group. The Fiscal 2006 Plan provides for an incentive cash bonus established at a specific targeted dollar amount and consists of non-discretionary awards that are tied to financial performance of the Company in relation to the Company’s operating budget. The bonus is subject to an acceleration ratio to a maximum of 200% if established targets are exceeded (conversely, if established targets are not met, the bonus may be reduced to zero). In formulating the Fiscal 2006 Plan with respect to cash incentive bonus awards, the Compensation Committee members evaluate the executive officer’s responsibilities and role in the Company and such other factors as they deem relevant to motivate the executive to achieve certain performance levels. Financial performance measures include earnings per share, operating income and cash day metrics as well as other financial performance measures, either on a worldwide basis or at the geographic segment level.

(b) Award of Equity Compensation

On March 31, 2005, the Board of Directors of Tech Data Corporation (the “Board of Directors”) and the Compensation Committee approved a long-term incentive award of maximum value stock options (“MVOs”) and maximum value stock options with stock-settled stock appreciation rights (“MVSSARs”) pursuant to the 2000 Equity Incentive Plan of Tech Data Corporation (the “2000 Equity Incentive Plan”), as amended by the Company’s shareholders on June 10, 2004. The MVO differs from the traditional stock option historically provided by the Company to eligible participants as it has an established cap on the potential gain at exercise. The MVSSAR, in addition to having an established cap on the potential gain at exercise, also delivers to the optionee the value between the option price and the stock price at the exercise date in shares of Tech Data common stock (the stock-settled stock appreciation right). The award of the MVOs and MVSSARs were priced at the last sale price as quoted on the NASDAQ Stock Market on March 31, 2005 (or higher as required based upon the laws and regulations of specific foreign jurisdictions) and the terms of the award, as defined in the 2000 Equity Incentive Plan, were not materially different from terms of historical awards of traditional stock options in the provisions of the grant (i.e. vest schedule, contractual term, etc.).

(c) Senior Management Severance Plan

On March 31, 2005, the Board of Directors approved the amended and restated Tech Data Corporation Executive Severance Plan (the “Executive Severance Plan” or the “Plan”) (previously the Senior Management Severance Plan). The Executive Severance Plan provides benefits to senior management in the event of a Company-initiated, non-misconduct separation from the Company. The Plan contains a severance period providing eligible management personnel their regular base salary compensation for a stated period, determined based upon management position held and years of service. The receipt of severance benefits under the Executive Severance Plan is conditioned upon a participant executing a general release of claims, confidentiality and non-compete agreement. The amendment to the plan provides a reduction in benefits for eligible participants in levels at or above senior vice president and provides for several other non-material modifications. Under the terms of the Plan, certain recently hired officers are allowed to retain the benefits of the plan prior to this amendment for a two year period from their hire date.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Item 1.01. Entry into a Material Definitive Agreement.

(a) Effective March 9, 2005, Tech Data Corporation entered into the FIRST OMNIBUS AMENDMENT (“Amendment”), to amend its Second Amended and Restated Participation Agreement dated as of July 31, 2003, Second Amended and Restated Lease Agreement, dated as of July 31, 2003, Lease Participation Agreement, dated as of July 31, 2003 and Second Amended and Restated Credit Agreement dated as of July 31, 2003 (“the Agreements”). Parties to the Amendment are TECH DATA CORPORATION (“Tech Data”), TECH DATA PRODUCT MANAGEMENT, INC., and TD FACILITIES, LTD. (individually, together with Tech Data Product Management, each, an “Alternate Lessee” and collectively the “Alternate Lessees”), TECH DATA PRODUCT MANAGEMENT, INC., as a Guarantor, TECH DATA FINANCE PARTNER, INC., as a Guarantor, SUNTRUST EQUITY FUNDING, LLC, (the “Lessor”), certain financial institutions parties thereto as lenders (collectively referred to as “Lenders” and individually as a “Lender”), and SUNTRUST BANK, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent” and as a lease participant (in such capacity, the “Lease Participant”)).

The terms of the Agreements have been amended to incorporate:

Item 1.01. Entry into a Material Definitive Agreement.

(a) Effective March 7, 2005, Tech Data Corporation entered into the Second Amended And Restated Credit Agreement (“Agreement”), an amendment to its Amended and Restated Credit Agreement dated as of May 2, 2003, and as further amended prior to the date hereof (the “Existing Credit Agreement”), pursuant to which the Lenders have made available to the Borrower a multicurrency revolving credit facility including a letter of credit subfacility and swing line subfacility. Parties to this Agreement are Bank of America, N.A., Citicorp USA, Inc., JPMorgan, Chase Bank, N.A., Scotiabanc Inc., SunTrust Bank, Wachovia Bank, National Association, BNP Paribas, Natexis Banques Populaires, U.S. Bank, National, Association, ABN AMRO Bank N.V., and Bayerische Hypo-und VereinsBank AG, New York Branch.

The terms of the Agreement have been amended to incorporate:

(b) Effective March 7, 2005, Tech Data Corporation entered into an amendment to its Transfer And Administration Agreement dated as of May 19, 2000 (“Original Agreement”). Parties to the amendment are TECH DATA CORPORATION, as collection agent, TECH DATA FINANCE SPV, INC., as transferor, YC SUSI TRUST, (“SUSI Issuer”), LIBERTY STREET FUNDING CORP., (“Liberty”), AMSTERDAM FUNDING CORPORATION, (“AFC”), FALCON ASSET SECURITIZATION CORPORATION, (“Falcon”) and collectively with the SUSI Issuer, Atlantic, Liberty, and AFC, the “Class Conduits”), THE BANK OF NOVA SCOTIA, (“Scotia Bank”), as a Liberty Bank Investor and as agent for Liberty and the Liberty Bank Investors (in such capacity, the “Liberty Agent”), ABN AMRO BANK N.V., (“ABN AMRO”), as an AFC Bank Investor and as agent for AFC and the AFC Bank Investors (in such capacity, the “AFC Agent”), JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, N.A.), (“JPMorgan Chase”), as a Falcon Bank Investor and as agent for Falcon and the Falcon Bank Investors (in such capacity, the “Falcon Agent”) and BANK OF AMERICA, NATIONAL ASSOCIATION, (“Bank of America”), as agent for the SUSI Issuer, Liberty, AFC, Falcon, the SUSI Issuer Bank Investors, the Liberty Bank Investors, the AFC Bank Investors and the Falcon Bank Investors (in such capacity, the “Administrative Agent”), as a SUSI Issuer Bank Investor, as agent for the SUSI Issuer and the SUSI Issuer Bank Investors (in such capacity, the “RCC Agent”).

The terms of the Original Agreement have been amended to incorporate:

Item 1.01. Entry into a Material Definitive Agreement.

On February 25, 2005, the Board of Directors of Tech Data Corporation (“the Company”) approved the acceleration of vesting for all stock options awarded in March 2004 to employees and officers under the Company’s stock option award program. While the Company typically issues options that vest equally over four years, as a result of this vesting acceleration, stock options to purchase approximately 1.5 million shares of the Company’s common stock became immediately exercisable. The grant prices of the affected stock options range from $41.08 to $41.64 and the closing price of the Company’s common stock on February 24, 2005, was $41.20.

The primary purpose of the accelerated vesting is to eliminate future compensation expense the Company would otherwise recognize in its income statement with respect to these accelerated options upon the adoption of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (Revised 2004), Share-Based Payment (“SFAS 123R”). SFAS 123R is effective from the first interim period that begins after June 15, 2005, and will require that compensation expense associated with stock options be recognized in the income statement, rather than as a footnote disclosure in the Company’s consolidated financial statements. The estimated future compensation expense associated with these accelerated options that would have been recognized in the Company’s income statement upon implementation of SFAS 123R is approximately $20 million.

Item 1.01. Entry into a Material Definitive Agreement.

Effective December 31, 2004, Tech Data Corporation entered into an amendment to its Transfer and Administrative Agreement dated as May 19, 2000 (“Original Agreement”). Parties to the amendment are, TECH DATA CORPORATION, as collection agent, TECH DATA FINANCE SPV, INC., as transferor, YC SUSI TRUST (“SUSI Issuer”), LIBERTY STREET FUNDING CORP. (“Liberty”), AMSTERDAM FUNDING CORPORATION (“AFC”), FALCON ASSET SECURITIZATION CORPORATION (“Falcon”) and collectively with SUSI Issuer, Liberty, and AFC, the “Class Conduits”), THE BANK OF NOVA SCOTIA, (“Scotia Bank”), as a Liberty Bank Investor and as agent for Liberty and the Liberty Bank Investors (in such capacity, the “Liberty Agent”), ABN AMRO BANK N.V., (“ABN AMRO”), as an AFC Bank Investor and as agent for AFC and the AFC Bank Investors (in such capacity, the “AFC Agent”), JPMORGAN CHASE BANK, NA (successor by merger to Bank One, NA) (“JPMorgan Chase”), as a Falcon Bank Investor and as agent for Falcon and the Falcon Bank Investors (in such capacity, the “Falcon Agent”) and BANK OF AMERICA, NATIONAL ASSOCIATION, (“Bank of America”), as agent for SUSI Issuer, Liberty, AFC, Falcon, the SUSI Issuer Bank Investors, the Liberty Bank Investors, the AFC Bank Investors and the Falcon Bank Investors (in such capacity, the “Administrative Agent”), as a SUSI Issuer Bank Investor, as agent for SUSI Issuer and the SUSI Issuer Bank Investors (in such capacity, the “RCC Agent”).

The terms of the Original Agreement have been amended to incorporate: