ex10-40.htm


    EXHIBIT
10.40

    


    


    


    


    


    


    


    SANMINA-SCI
CORPORATION

    DEFERRED
COMPENSATION PLAN

    FOR
OUTSIDE DIRECTORS

    


    


    (Originally
effective June 1, 2002)

    Amended
and restated effective January 1, 2009

    


    


    


    


    


    


     

    


     

    


     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      	 
      	
              TABLE
      OF CONTENTS

            	 
      
	 
      	 
      	
              Page

            
	
              ARTICLE
      I

            	
              PURPOSE

            	
              4

            
	
              ARTICLE
      II

            	
              DEFINITIONS

            	
              

                4

              

            
	
              2.1

            	
              Account

            	
              

                4

              

            
	
              2.2

            	
              Beneficiary

            	
              

                4

              

            
	
              2.3

            	
              Board

            	
              

                4

              

            
	
              2.4

            	
              Change
      of Control

            	
              

                4

              

            
	
              2.5

            	
              Code

            	
              5

            
	
              2.6

            	
              Code
      section 409A

            	
              5

            
	
              2.7

            	
              Committee

            	
              5

            
	
              2.8

            	
              Committee
      Charter

            	
              5

            
	
              2.9

            	
              Compensation
      Committee

            	
              5

            
	
              2.10

            	
              Common
      Stock

            	
              5

            
	
              2.11

            	
              Company

            	
              5

            
	
              2.12

            	
              Compensation

            	
              5

            
	
              2.13

            	
              Deferral
      Commitment

            	
              5

            
	
              2.14

            	
              Deferral
      Period

            	
              5

            
	
              2.15

            	
              Deferred
      Compensation

            	
              5

            
	
              2.16

            	
              Eligible
      Director

            	
              5

            
	
              2.17

            	
              Market
      Value

            	
              6

            
	
              2.18

            	
              Participant

            	
              

                6

              

            
	
              2.19

            	
              Participation
      Agreement

            	
              

                6

              

            
	
              2.20

            	
              Plan
      Year

            	
              

                6

              

            
	
              2.21

            	
              Share
      Units

            	
              

                6

              

            
	
              2.22

            	
              Separation
      from Service

            	
              

                6

              

            
	
              ARTICLE
      III

            	
              DEFERRAL
      COMMITMENTS

            	
              

                6

              

            
	
              3.1

            	
              Participation

            	
              

                6

              

            
	
              3.2

            	
              Initial
      Year of Participation

            	
              

                6

              

            
	
              3.3

            	
              Elective
      Deferrals

            	
              

                6

              

            
	
              3.4

            	
              Limitations
      on Deferral Commitments

            	
              6

            
	
              ARTICLE
      IV

            	
              DEFERRED
      COMPENSATION ACCOUNTS

            	
              7

            
	
              4.1

            	
              Accounts

            	
              7

            
	
              4.2

            	
              Deferred
      Compensation

            	
              7

            
	
              4.3

            	
              Share
      Units

            	
              7

            
	
              4.4

            	
              Dividends

            	
              7

            
	
              4.5

            	
              Determination
      of Accounts

            	
              7

            
	
              4.6

            	
              Vesting
      of Accounts

            	
              8

            
	
              4.7

            	
              Statement
      of Accounts

            	
              8

            
	
              4.8

            	
              Adjustment
      of Share Units

            	
              8

            
	
              ARTICLE
      V

            	
              PLAN
      BENEFITS

            	
              8

            
	
              5.1

            	
              After
      Separation from Service

            	
              8

            
	
              5.2

            	
              Change
      of Control

            	
              8

            
	
              5.3

            	
              Tax
      Withholding

            	
              8

            
	
              5.4

            	
              Payment
      to Guardian

            	
              9

            
	
              ARTICLE
      VI

            	
              BENEFICIARY
      DESIGNATION

            	
              9

            
	
              6.1

            	
              Beneficiary
      Designation

            	
              9

            
	
              6.2

            	
              Changing
      Beneficiary

            	
              9

            
	
              6.3

            	
              Community
      Property

            	
              9

            
	
              6.4

            	
              No
      Beneficiary Designation

            	
              9

            
	
              ARTICLE
      VII

            	
              ADMINISTRATION

            	
              10

            
	
              7.1

            	
              Committee

            	
              10

            
	
              7.2

            	
              Agents
      and Delegation

            	
              10

            
	
              7.3

            	
              Binding
      Effect of Decisions

            	
              10

            
	
              7.4

            	
              Indemnification
      of Committee

            	
              10

            
	
              ARTICLE
      VIII

            	
              AMENDMENT
      AND TERMINATION OF PLAN

            	
              10

            
	
              8.1

            	
              Amendment

            	
              10

            
	
              8.2

            	
              Right
      to Terminate Plan

            	
              10

            
	
              ARTICLE
      IX

            	
              MISCELLANEOUS

            	
              11

            
	
              9.1

            	
              Unfunded
      Plan

            	
              11

            
	
              9.2

            	
              Trust
      Fund

            	
              11

            
	
              9.3

            	
              Nonalienability

            	
              12

            
	
              9.4

            	
              Governing
      Law

            	
              12

            
	
              9.5

            	
              Validity

            	
              12

            
	
              9.6

            	
              Notice

            	
              12

            
	
              9.7

            	
              Successors

            	
              12

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SANMINA-SCI
CORPORATION

    DEFERRED
COMPENSATION PLAN FOR OUTSIDE DIRECTORS

     

    ARTICLE
I

     

    PURPOSE

     

    Effective
June 1, 2002 the Board of Directors of Sanmina-SCI Corporation (“Sanmina-SCI”)
approved the establishment of the Sanmina-SCI Corporation Deferred Compensation
Plan for Outside Directors (the “Plan”).  The Plan is intended to
provide eligible Sanmina-SCI Directors an opportunity to defer payment of all or
part of the Compensation which is payable to them for acting as Directors of
Sanmina-SCI.  Sanmina-SCI now approves the amendment and restatement
of the Plan effective January 1, 2009.  The Plan is intended to
reflect the requirements of section 409A of the Internal Revenue Code and the
regulations issued thereunder, and, in all respects, shall be administered and
construed in accordance with such requirements.  Prior to 2009, the
Plan was administered in accordance with Code section 409A.

     

    ARTICLE
II

     

    DEFINITIONS

     

    For
purposes of this Plan, the following terms shall have the meanings indicated,
unless the context clearly indicates otherwise:

    


    2.1 Account.  “Account”
means the account established for a Participant pursuant to Article IV. A
Participant’s Account shall be utilized solely as a device for the determination
and measurement of the amounts to be paid to the Participant pursuant to this
Plan and shall not constitute or be treated as a trust fund of any
kind.

     

    2.2 Beneficiary. “Beneficiary”
means the person, persons or entity entitled under Article VI to receive any
Plan benefits payable under Article V after a Participant’s death.

     

    2.3 Board.  “Board”
means the Board of Directors of Sanmina-SCI.

     

    2.4 Change of
Control.  “Change of Control” means:

     

    (a) A change
in the effective control of the Company as defined under Treasury Regulations
section 1.409A-3(i)(5)(vi)(A)(1);

     

    (b) A change
in the ownership of the Company as defined under Code section 409A;
or,

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (c) A change
in the ownership of a substantial portion of the Company’s assets as defined
under Code section 409A.

     

    2.5 Code.  “Code”
means the Internal Revenue Code, as amended from time to time.

     

    2.6 Code section
409A.  Code section 409A shall refer to, collectively, section
409A of the Code and the regulations and IRS guidance issued
thereunder.

     

    2.7 Committee.  “Committee”
means the Deferred Compensation Plans Committee established pursuant to the
Committee Charter.

     

    2.8 Committee
Charter.  “Committee Charter” means the Sanmina-SCI Corporation
Deferred Compensation Plans Committee Charter.

     

    2.9 Compensation
Committee.  “Compensation Committee” means the Compensation
Committee of the Board.

     

    2.10 Common
Stock.  “Common Stock” means the shares of common stock of the
Company.

     

    2.11 Company.  “Company”
means Sanmina-SCI Corporation and any successor thereto.

     

    2.12 Compensation.  “Compensation”
means all fees payable to such Director during the year, including the retainer
for service as a member of the Board or any committees thereof and meeting fees.
Fees payable in the form of Common Stock and any expense reimbursements for
attending Board or committee meetings shall not be included in the definition of
Compensation.

     

    2.13 Deferral
Commitment.  “Deferral Commitment” means an election to defer
Compensation made by a Participant pursuant to Article III and submitted in a
Participation Agreement.

     

    2.14 Deferral
Period.  “Deferral Period” means the period over which a
Director has elected to defer his Compensation. Each calendar year shall be a
separate Deferral Period.

     

    2.15 Deferred
Compensation.  “Deferred Compensation,” means the amount of
Compensation that a Participant elects to defer pursuant to a Deferral
Commitment.

     

    2.16 Eligible
Director.  “Eligible Director” means any individual who is a
member of the Board and who is not an employee of the Company or any of its
subsidiaries.  An individual shall become an Eligible Director only
upon notification of his eligibility to participate and the material terms of
participation.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    2.17 Market
Value.  “Market Value” means, with respect to one share of
Common Stock on any date, the closing price for Common Stock listed in the
composite tables in the “Wall Street Journal” for the applicable
date.

     

    2.18 Participant.  “Participant”
means any Eligible Director who has made an election under Article III to defer
any portion of his or her Compensation for any Plan Year.

     

    2.19 Participation
Agreement.  “Participation Agreement” means the Deferral
Commitment agreement submitted by a Participant to the Committee pursuant to
Article III.

     

    2.20 Plan
Year.  “Plan Year” means the calendar year.

     

    2.21 Share
Units. “Share Units” means a unit of measurement equivalent to one
share of Common Stock, with none of the attendant rights of a holder of such
share, including, without limitation, the right to vote such share and the right
to receive dividends thereon, except to the extent otherwise specifically
provided herein.

     

    2.22 Separation from Service.  “Separation
from Service” shall have the meaning as set forth in Code section
409A.

     

     

    ARTICLE
III

     

    DEFERRAL
COMMITMENTS

     

    3.1 Participation.  An
Eligible Director may elect to participate in this Plan with respect to any
Deferral Period by submitting a Participation Agreement to the Committee, prior
to the date established by the Committee, in the calendar year immediately
preceding the Deferral Period.

     

    3.2 Initial Year of
Participation. In the event that an Eligible Director first becomes
eligible to participate during a calendar year, a Participation Agreement must
be submitted to the Committee no later than thirty (30) days following the date
the Director becomes an Eligible Director.  Such Participation
Agreement shall be effective only with regard to Compensation earned following
the submission of the Participation Agreement to the Committee.

     

    3.3 Elective
Deferrals. An Eligible Director’s Deferral Commitment may defer all
or part of the Compensation payable to the Director during the Plan
Year.  Once made, a Deferral Commitment shall be irrevocable for the
Plan Year and, to the extent permitted by the Committee, shall be effective for
subsequent Plan Years unless and until it is revoked.

     

    3.4 Limitations on Deferral
Commitments.  The following limitations shall apply to Deferral
Commitments:

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (a) Minimum. The
minimum Deferral Commitment shall be two thousand dollars ($2,000) per Deferral
Period.

     

    (b) Maximum. The
maximum Deferral Commitment shall be one hundred percent (100%) of the
Participant’s Compensation.

     

    (c) Changes in Minimum or
Maximum. The Committee may amend the Plan to change the minimum or
maximum deferral amounts from time to time by giving written notice to all
Participants. No such change may affect a Deferral Commitment made prior to the
Committee’s action.

     

     

    ARTICLE
IV

     

    DEFERRED
COMPENSATION ACCOUNTS

     

    4.1 Accounts.  For
record keeping purposes only, separate accounts shall be maintained on the
Company’s books and records for each Participant to reflect the Participant’s
interest under the Plan.

     

    4.2 Deferred
Compensation.  The amount of Compensation deferred by each
Participant shall be credited to his or her Account as of the date the Deferred
Compensation would otherwise have been payable.  Any withholding of
taxes or other amounts which is required by state, federal or local law with
respect to Deferred Compensation shall be withheld from the Participant’s
non-deferred Compensation to the maximum extent possible with any excess
reducing the amount deferred.

     

    4.3 Share
Units.  The amounts credited to a Participant’s Account shall
be converted into Share Units. The number of Share Units shall be determined by
dividing the Compensation deferred by the Market Value of one share of Common
Stock on the date as of which the amount is credited.

     

    4.4 Dividends.  On
each dividend record date, the Participant’s Accounts shall be credited with the
cash equivalent of any dividends which the Company would have otherwise
paid on Common Stock shares equal to the number of Share Units credited to the
Accounts. Such contributions shall be converted into additional Share Units
based on the valuation method provided in Section 4.3. In addition, the stock
equivalent of any stock dividends paid on Common Stock shall be credited to the
Participant’s Account on the record date and will be reflected as additional
Share Units. Dividends shall continue to be credited to a Participant’s Account
until the final payment is made from the Account.

     

    4.5 Determination of
Accounts.  The value of each Participant’s Account shall be
determined at the end of each trading day. The value shall be based on the
Market Value for that day times the number of Share Units credited to the
Account.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    4.6 Vesting of
Accounts. Participants shall be 100% vested in their Accounts at
all times.

     

    4.7 Statement of
Accounts.  The Committee shall submit to each Participant,
within thirty (30) days after the close of each calendar quarter and at such
other time as determined by the Committee, a statement setting forth the balance
of and the credits to the Accounts maintained for such Participant.

     

    4.8 Adjustment of Share
Units.  In the event of any change in the Common Stock occurring by
reason of any stock dividend, recapitalization, reorganization, merger,
consolidation, split-up, combination or exchange of shares, or any rights
offering to purchase such shares at a price substantially below fair market
value, or any similar change affecting the Common Stock, the number and kind of
shares represented by the Share Units shall be appropriately adjusted consistent
with such change in such manner as the Committee, in its sole discretion, may
deem equitable to prevent substantial dilution or enlargement of the rights
granted to, or available for, the Participants hereunder.  The
Committee shall give notice to each Participant of any adjustment made pursuant
to this Section and, upon such notice; such adjustment shall be effective and
binding for all purposes of the Plan.

     

    ARTICLE
V

     

    PLAN
BENEFITS

     

    5.1 After Separation from Service.  Upon
a Participant’s Separation from Service, the Participant shall become entitled
to receive the payment of the Participant’s Account.  The value of the
Participant’s Account as of such date shall be payable in whole shares of Common
Stock (and cash to the extent of any fractional shares) in a single payment no
later than sixty (60) days thereafter.  In the event the Participant
is a “specified employee” (as defined under Code section 409A) at the time of
such Separation from Service, payment of the Participant’s Account shall not
commence any earlier than six months following the Participant’s Separation from
Service (except in the event of death).  In the event of the
Participant’s Separation from Service because of his or her death, payment will
be made to the Participant’s Beneficiary within sixty (60) days of Participant’s
death.

     

    5.2 Change of
Control.  Notwithstanding the foregoing, in the event of the
occurrence of a Change of Control, the value of each Participant’s Account,
determined as of the date of the Change of Control, shall be paid to each
Participant in cash in a single payment no later than ten (10) days following
such Change of Control.

     

    5.3 Tax
Withholding.  To the extent required by federal, state, or
local law in effect at the time payments are made, the Company shall withhold
from any amount that is included in the Participant’s income hereunder any taxes
required to be withheld by such law(s).

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    5.4 Payment to
Guardian. The Committee may direct payment to the duly appointed
guardian, conservator, or other similar legal representative of a Participant or
Beneficiary to whom payment is due. In the absence of such a legal
representative, the Committee may, in its sole and absolute discretion, make
payment to a person having the care and custody of a minor, incompetent or
person incapable of handling the disposition of property upon proof satisfactory
to the Committee of incompetence, minority, or incapacity.  Such
distribution shall completely discharge the Committee from all liability with
respect to such benefit.

     

     

    ARTICLE
VI

     

    BENEFICIARY
DESIGNATION

     

    6.1 Beneficiary
Designation.  Subject to Section 6.3, each Participant shall
have the right, at any time, to designate one (1) or more persons or an entity
as Beneficiary (both primary as well as secondary) to whom benefits under this
Plan shall be paid in the event of such Participant’s death prior to complete
distribution of the Participant’s Accounts.  Each Beneficiary
designation shall be in a written form prescribed by the Committee and shall be
effective only when filed with the Committee during the Participant’s
lifetime.

     

    6.2 Changing
Beneficiary.  Subject to Section 6.3, any Beneficiary
designation, other than the Participant’s spouse, may be changed by a
Participant without the consent of the previously named Beneficiary by the
filing of a new Beneficiary designation with the Committee.  The
filing of a new properly completed Beneficiary designation shall cancel all
Beneficiary designations previously filed.

     

    6.3 Community
Property.  If the Participant resides in a community property
state, any Beneficiary designation shall be valid or effective only as
permitted under applicable law.

     

    6.4 No Beneficiary
Designation. If any Participant fails to designate a Beneficiary in
the manner provided in Section 6.1 and subject to Section 6.3, if the
Beneficiary designation is void, or if the Beneficiary designated by a deceased
Participant dies before the Participant or before complete distribution of the
Participant’s Accounts, the Participant’s Beneficiary shall be the person in the
first of the following classes in which there is a survivor:

     

    (a) The
Participant’s spouse;

     

    (b) The
Participant’s children in equal shares, except that if any of the children
predeceases the Participant but leaves issue surviving, then such issue shall
take, by right of representation, the share the parent would have taken if
living; or

     

    (c) The
Participant’s estate.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ARTICLE
VII

     

    ADMINISTRATION

     

    7.1 Committee.  This
Plan shall be administered by the Committee, in accordance with the Committee
Charter.  The Committee shall have the discretionary authority to
interpret and enforce all appropriate rules and regulations for the
administration of this Plan and decide or resolve any and all questions,
including interpretations of this Plan, as may arise.  Members of the
Committee may be Participants under this Plan.

     

    7.2 Agents and
Delegation.  The Committee may, from time to time, employ
agents and delegate to them such administrative duties as it sees fit, and may,
from time to time, consult with counsel who may be counsel to the Company. Any
reference in the Plan to the Committee shall be deemed to include a reference to
any delegate of the Committee.

     

    7.3 Binding Effect of
Decisions.  The decision or action of the Committee with
respect to any question arising out of or in connection with the administration,
interpretation and application of this Plan and the rules and regulations
promulgated hereunder shall be final, conclusive and binding upon all persons
having any interest in this Plan.

     

    7.4 Indemnification of
Committee.  The Company shall indemnify and hold harmless the
members of the Committee against any and all claims, loss, damage, expense or
liability arising from any action or failure to act with respect to this Plan on
account of such member’s service on the Committee, except in the case of gross
negligence or willful misconduct by such member or as expressly provided by
statute.

     

    ARTICLE
VIII

     

    AMENDMENT
AND TERMINATION OF PLAN

     

    8.1 Amendment.  Subject
to any limitations described in the Committee Charter, the Committee may at any
time amend this Plan by written instrument. No amendment shall reduce the amount
accrued in any Accounts as of the date such notice of the amendment is given.
After a Change of Control of the Company, this Plan may not be amended without
the consent of at least 75% of the Participants.

     

    8.2 Right to Terminate
Plan.  Subject to 8.2(c) the Compensation Committee may
partially or completely terminate this Plan if, in its judgment, the tax,
accounting, or other effects of the continuance of this Plan would not be in the
best interests of the Company.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (a) Partial
Termination.  The Compensation Committee may partially
terminate this Plan by instructing the Committee not to accept any additional
Deferral Commitments.  If such a partial termination occurs, this Plan
shall continue to operate and be effective with regard to Deferral Commitments
entered into prior to the effective date of such partial
termination.

     

    (b) Complete
Termination.  The Compensation Committee may completely
terminate this Plan by choosing not to accept any additional Deferral
Commitments, and by terminating all ongoing Deferral Commitments, provided that
such termination complies with Code section 409A.  If such a complete
termination occurs, this Plan shall cease to operate and the Company shall pay
out all Accounts in a lump sum in accordance with Code section
409A.

     

    (c) Termination After Change of
Control. After a Change of Control, this Plan may not be completely or
partially terminated without the consent of at least 75% of the
Participants.

     

     

    ARTICLE
IX

     

    MISCELLANEOUS

     

    9.1 Unfunded
Plan.  A Participant shall have the status of a general
unsecured creditor of the Company with respect to his or her right to receive
any payment under the Plan.  The Plan shall constitute a mere promise
by the Company to make payments in the future of the benefits provided for
herein. It is intended that the arrangements reflected in this Plan be treated
as unfunded for tax purposes.

     

    9.2 Trust Fund. The
Company may, but shall not be required to, establish a trust to assist it in
providing for any of its payment obligations under the Plan.  If any
such trust is established, all of the assets of the trust shall, at all times
prior to payment to Participants, remain subject to the claims of the Company’s
creditors; and no Participant or Beneficiary shall have any preferred claim on,
or any beneficial ownership interest in, any assets of the trust. Any trust so
established shall also contain such other terms and provisions as will permit
the trust to be treated as a “grantor trust” under the Internal Revenue Code of
1986, of which the Company is the grantor.  If any such trust is
established, the Company shall be relieved of its obligation hereunder to pay
any amounts or shares of Common Stock to any Participant or Beneficiary, to the
extent that such amounts or shares are paid to the Participant or Beneficiary
from such trust.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    9.3
Nonalienability. The
Committee may recognize the right of an alternate payee named in a domestic
relations order to receive all or a portion of a Participant’s benefit under
this Plan, provided that (a) the domestic relations order would be a “qualified
domestic relations order” within the meaning of Code Section 414(p) if Code
Section 414(p) were applicable to this Plan; and (b) the domestic relations
order does not purport to give the alternate payee any right to assets of the
Company or its affiliates. Except as set forth in the preceding two
sentences with respect to domestic relations orders, and except as required
under applicable federal, state, or local laws concerning the withholding of
tax, rights to benefits payable under this Plan are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, attachment or
other legal process, or encumbrance of any kind.  Any attempt to
alienate, sell, transfer, assign, pledge, or otherwise encumber any such
supplemental benefit, whether currently or thereafter payable, shall be
void.

     

    9.4 Governing
Law.  The provisions of this Plan shall be construed and
interpreted according to the laws of the state of California.

     

    9.5 Validity.  In
case any provision of this Plan shall be held illegal or invalid for any reason,
said illegality or invalidity shall not affect the remaining parts hereof, but
this Plan shall be construed and enforced as if such illegal and invalid
provision had never been inserted herein.

     

    9.6 Notice.  Any
notice required or permitted under this Plan shall be sufficient if in writing
and hand delivered or sent by registered or certified mail.  Such
notice shall be deemed as given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark on the receipt for
registration or certification.  Mailed notice to the Committee shall
be directed to the Company’s address.  Mailed notice to a Participant
or Beneficiary shall be directed to the individual’s last known address in the
Company’s records.

     

    9.7 Successors. The
obligations of the Company under the Plan shall be binding upon any successor
corporation or organization resulting from the merger, consolidation or other
reorganization of the Company, or upon any successor corporation or organization
succeeding to substantially all of the assets and business of the
Company.

     

    IN WITNESS WHEREOF, the
Company has caused its duly authorized officers to execute this Plan as of the
12th day of March, 2009.

     

    
      	 
      	
              SANMINA-SCI
      CORPORATION

            
	 
      	 
      
	 
      	
              By:
      /s/ Jure Sola

            
	 
      	 
      
	 
      	
              Its:
      Chief Executive Officer