ex10-45.htm


    EXHIBIT
10.45

     

    SANMINA-SCI
CORPORATION

     

    2009
INCENTIVE PLAN

     

    NOTICE
OF GRANT OF RESTRICTED STOCK

     

    Unless
otherwise defined herein, the terms defined in the Sanmina-SCI Corporation 2009
Incentive Plan (the “Plan”) will have the same defined meanings in this Notice
of Grant of Restricted Stock (the “Notice of Grant”) and Terms and Conditions of
Restricted Stock Grant, attached hereto as Exhibit A (together,
the “Agreement”).

     

    
      
        	
                Participant:

              	 
      
	
                Address:

              	 
      
	 
      	 
      


      

    

    


     

    Participant
has been granted the right to receive an Award of Restricted Stock, subject to
the terms and conditions of the Plan and this Agreement, as
follows:

     

    
      
        	
                Grant
      Number

              	 
      
	
                Date
      of Grant

              	 
      
	
                Vesting
      Commencement Date

              	 
      
	
                Number
      of Shares Granted

              	 
      


      

    

     

    Vesting
Schedule:

     

    Subject
to any acceleration provisions contained in the Plan or set forth below, the
Restricted Stock will vest and the Company’s right to reacquire the Restricted
Stock will lapse in accordance with the following schedule:

     

    [INSERT
VESTING SCHEDULE]

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    By
Participant’s signature and the signature of the Company’s representative below,
Participant and the Company agree that this Award of Restricted Stock is granted
under and governed by the terms and conditions of the Plan and this
Agreement.  Participant has reviewed the Plan and this Agreement in
their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Agreement and fully understands all provisions of the Plan and
Agreement.  Participant hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Administrator upon any
questions relating to the Plan and Agreement.  Participant further
agrees to notify the Company upon any change in the residence address indicated
below.

     

     

    


    
      
        	
                PARTICIPANT

              	 
      	
                SANMINA-SCI
      CORPORATION

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Signature

              	 
      	
                By

              
	 
      	 
      	 
      
	
                Print
      Name

              	 
      	
                Title

              
	
                Address:

              	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


      

    

     

    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    TERMS
AND CONDITIONS OF RESTRICTED STOCK GRANT

     

    1. Grant of Restricted
Stock.  The Company hereby grants to the Participant named in
the Notice of Grant (the “Participant”) under the Plan for past services and as
a separate incentive in connection with his or her services and not in lieu of
any salary or other compensation for his or her services, an Award of Shares of
Restricted Stock, subject to all of the terms and conditions in this Agreement
and the Plan, which is incorporated herein by reference.  Subject to
Section 22(c) of the Plan, in the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Agreement, the terms
and conditions of the Plan will prevail.

     

    2. Escrow of
Shares.

     

    (a) All
Shares of Restricted Stock will, upon execution of this Agreement, be delivered
and deposited with an escrow holder designated by the Company (the “Escrow
Holder”).  The Shares of Restricted Stock will be held by the Escrow
Holder until such time as the Shares of Restricted Stock vest or the date
Participant ceases to be a Service Provider.

     

    (b) The
Escrow Holder will not be liable for any act it may do or omit to do with
respect to holding the Shares of Restricted Stock in escrow while acting in good
faith and in the exercise of its judgment.

     

    (c) Upon
Participant’s termination as a Service Provider for any reason other than death,
the Escrow Holder, upon receipt of written notice of such termination, will take
all steps necessary to accomplish the transfer of the unvested Shares of
Restricted Stock to the Company.  Participant hereby appoints the
Escrow Holder with full power of substitution, as Participant’s true and lawful
attorney-in-fact with irrevocable power and authority in the name and on behalf
of Participant to take any action and execute all documents and instruments,
including, without limitation, stock powers which may be necessary to transfer
the certificate or certificates evidencing such unvested Shares of Restricted
Stock to the Company upon such termination.

     

    (d) The
Escrow Holder will take all steps necessary to accomplish the transfer of Shares
of Restricted Stock to Participant after they vest following Participant’s
request that the Escrow Holder do so.

     

    (e) Subject
to the terms hereof, Participant will have all the rights of a stockholder with
respect to the Shares while they are held in escrow, including without
limitation, the right to vote the Shares and to receive any cash dividends
declared thereon.


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    (f) In the
event of any dividend or other distribution (whether in the form of cash,
Shares, other securities, or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of the
Company, or other change in the corporate structure of the Company affecting the
Shares, the Shares of Restricted Stock will be increased, reduced or otherwise
changed, and by virtue of any such change Participant will in his or her
capacity as owner of unvested Shares of Restricted Stock be entitled to new or
additional or different shares of stock, cash or securities (other than rights
or warrants to purchase securities); such new or additional or different shares,
cash or securities will thereupon be considered to be unvested Shares of
Restricted Stock and will be subject to all of the conditions and restrictions
which were applicable to the unvested Shares of Restricted Stock pursuant to
this Agreement.  If Participant receives rights or warrants with
respect to any unvested Shares of Restricted Stock, such rights or warrants may
be held or exercised by Participant, provided that until such exercise any such
rights or warrants and after such exercise any shares or other securities
acquired by the exercise of such rights or warrants will be considered to be
unvested Shares of Restricted Stock and will be subject to all of the conditions
and restrictions which were applicable to the unvested Shares of Restricted
Stock pursuant to this Agreement.  The Administrator in its absolute
discretion at any time may accelerate the vesting of all or any portion of such
new or additional shares of stock, cash or securities, rights or warrants to
purchase securities or shares or other securities acquired by the exercise of
such rights or warrants.

     

    (g) The
Company may instruct the transfer agent for its Common Stock to place a legend
on the certificates representing the Restricted Stock or otherwise note its
records as to the restrictions on transfer set forth in this
Agreement.

     

    3. Vesting
Schedule.  Except as provided in Section 4, and subject to
Section 5, the Shares of Restricted Stock awarded by this Agreement will vest in
accordance with the vesting provisions set forth in the Notice of
Grant.  Shares of Restricted Stock scheduled to vest on a certain date
or upon the occurrence of a certain condition will not vest in Participant in
accordance with any of the provisions of this Agreement, unless Participant will
have been continuously a Service Provider from the Date of Grant until the date
such vesting occurs.

     

    4. Administrator
Discretion.  The Administrator, in its discretion, may
accelerate the vesting of the balance, or some lesser portion of the balance, of
the unvested Restricted Stock at any time, subject to the terms of the
Plan.  If so accelerated, such Restricted Stock will be considered as
having vested as of the date specified by the Administrator.


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    5. Effect of Termination of
Status as a Service Provider.  Notwithstanding any contrary
provision of this Agreement, the balance of the Shares of Restricted Stock that
have not vested at the time of Participant’s termination as a Service Provider
for any reason other than death will be forfeited and automatically transferred
to and reacquired by the Company at no cost to the Company upon the date of such
termination and Participant will have no further rights
thereunder.  Participant will not be entitled to a refund of the price
paid for the Shares of Restricted Stock, if any, returned to the Company
pursuant to this Section 5.  Participant hereby appoints the Escrow
Agent with full power of substitution, as Participant’s true and lawful
attorney-in-fact with irrevocable power and authority in the name and on behalf
of Participant to take any action and execute all documents and instruments,
including, without limitation, stock powers which may be necessary to transfer
the certificate or certificates evidencing such unvested Shares to the Company
upon such termination of service. In the event of Participant’s termination as a
Service Provider as a result of death, all unvested Shares of Restricted Stock
shall vest in full.

     

    6. Death of
Participant.  Any distribution or delivery to be made to
Participant under this Agreement will, if Participant is then deceased, be made
to Participant’s designated beneficiary, or if no beneficiary survives
Participant, the administrator or executor of Participant’s
estate.  Any such transferee must furnish the Company with
(a) written notice of his or her status as transferee, and
(b) evidence satisfactory to the Company to establish the validity of the
transfer and compliance with any laws or regulations pertaining to said
transfer.

     

    7. Tax Withholding.  Notwithstanding
any contrary provision of this Agreement, no certificate representing the Shares
of Restricted Stock may be released from the escrow established pursuant to
Section 5, unless and until satisfactory arrangements (as determined by the
Administrator) will have been made by Participant with respect to the payment of
income, employment and other taxes which the Company determines must be withheld
with respect to such Shares.  To the extent determined appropriate by
the Company in its discretion, it will have the right (but not the obligation)
to satisfy any tax withholding obligations by reducing the number of Shares
otherwise deliverable to Participant. If Participant fails to
make satisfactory arrangements for the payment of any required tax withholding
obligations hereunder at the time any applicable Shares otherwise are scheduled
to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such
Shares and the Shares will be returned to the Company at no cost to the
Company.

     

    8. Rights as
Stockholder.  Neither Participant nor any person claiming under
or through Participant will have any of the rights or privileges of a
stockholder of the Company in respect of any Shares deliverable hereunder unless
and until certificates representing such Shares will have been issued, recorded
on the records of the Company or its transfer agents or registrars, and
delivered to Participant or the Escrow Agent.  Except as provided in
Section 2(f), after such issuance, recordation and delivery, Participant
will have all the rights of a stockholder of the Company with respect to voting
such Shares and receipt of dividends and distributions on such
Shares.


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    9. No Guarantee of Continued
Service.  PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING
OF THE SHARES OF RESTRICTED STOCK PURSUANT TO THE VESTING SCHEDULE HEREOF IS
EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR
THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE
ACT OF BEING HIRED, BEING GRANTED THIS RESTRICTED STOCK OR ACQUIRING SHARES
HEREUNDER.  PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET
FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT
ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF
THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO
TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE.

     

    10. Address for
Notices.  Any notice to be given to the Company under the terms
of this Agreement will be addressed to the Company at Sanmina-SCI Corporation,
2700 North First Street, San Jose, CA 95134, or at such other address as the
Company may hereafter designate in writing or electronically.

     

    11. Grant is Not
Transferable.  Except to the limited extent provided in Section
6, the unvested Shares subject to this grant and the rights and privileges
conferred hereby will not be transferred, assigned, pledged or hypothecated in
any way (whether by operation of law or otherwise) and will not be subject to
sale under execution, attachment or similar process.  Upon any attempt
to transfer, assign, pledge, hypothecate or otherwise dispose of any unvested
Shares of Restricted Stock subject to this grant, or any right or privilege
conferred hereby, or upon any attempted sale under any execution, attachment or
similar process, this grant and the rights and privileges conferred hereby
immediately will become null and void.

     

    12. Binding
Agreement.  Subject to the limitation on the transferability of
this grant contained herein, this Agreement will be binding upon and inure to
the benefit of the heirs, legatees, legal representatives, successors and
assigns of the parties hereto.


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    13. Additional Conditions to
Release from Escrow.  The Company will not be required to issue
any certificate or certificates for Shares hereunder or release such Shares from
the escrow established pursuant to Section 2 prior to fulfillment of all the
following conditions: (a) the admission of such Shares to listing on all
stock exchanges on which such class of stock is then listed; (b) the
completion of any registration or other qualification of such Shares under any
state or federal law or under the rulings or regulations of the Securities and
Exchange Commission or any other governmental regulatory body, which the
Administrator will, in its absolute discretion, deem necessary or advisable;
(c) the obtaining of any approval or other clearance from any state or
federal governmental agency, which the Administrator will, in its absolute
discretion, determine to be necessary or advisable; and (d) the lapse of
such reasonable period of time following the date of grant of the Restricted
Stock as the Administrator may establish from time to time for reasons of
administrative convenience.

     

    14. Plan
Governs.  This Agreement is subject to all terms and provisions
of the Plan.  In the event of a conflict between one or more
provisions of this Agreement and one or more provisions of the Plan, the
provisions of the Plan will govern.  Capitalized terms used and not
defined in this Agreement will have the meaning set forth in the
Plan.

     

    15. Administrator
Authority.  The Administrator will have the power to interpret
the Plan and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to
interpret or revoke any such rules (including, but not limited to, the
determination of whether or not any Shares of Restricted Stock have
vested).  All actions taken and all interpretations and determinations
made by the Administrator in good faith will be final and binding upon
Participant, the Company and all other interested persons.  No member
of the Administrator will be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or this
Agreement.

     

    16. Electronic
Delivery.  The Company may, in its sole discretion, decide to
deliver any documents related to the Shares of Restricted Stock awarded under
the Plan or future Restricted Stock that may be awarded under the Plan by
electronic means or request Participant’s consent to participate in the Plan by
electronic means.  Participant hereby consents to receive such
documents by electronic delivery and agrees to participate in the Plan through
any on-line or electronic system established and maintained by the Company or
another third party designated by the Company.

     

    17. Captions.  Captions
provided herein are for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.

     

    18. Agreement
Severable.  In the event that any provision in this Agreement
will be held invalid or unenforceable, such provision will be severable from,
and such invalidity or unenforceability will not be construed to have any effect
on, the remaining provisions of this Agreement.


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    19. Modifications to the
Agreement.  This Agreement constitutes the entire understanding
of the parties on the subjects covered.  Participant expressly
warrants that he or she is not accepting this Agreement in reliance on any
promises, representations, or inducements other than those contained
herein.  Modifications to this Agreement or the Plan can be made only
in an express written contract executed by a duly authorized officer of the
Company.  Notwithstanding anything to the contrary in the Plan or this
Agreement, the Company reserves the right to revise this Agreement as it deems
necessary or advisable, in its sole discretion and without the consent of
Participant, to comply with Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”) or to otherwise avoid imposition of any additional tax
or income recognition under Section 409A of the Code in connection to this Award
of Restricted Stock.

     

    20. Amendment, Suspension or
Termination of the Plan.  By accepting this Award, Participant
expressly warrants that he or she has received an Award of Restricted Stock
under the Plan, and has received, read and understood a description of the
Plan.  Participant understands that the Plan is discretionary in
nature and may be amended, suspended or terminated by the Company at any
time.

     

    21. Governing
Law.  This Agreement will be governed by the laws of the State
of California, without giving effect to the conflict of law principles
thereof.  For purposes of litigating any dispute that arises under
this Award of Restricted Stock or this Agreement, the parties hereby submit to
and consent to the jurisdiction of the State of California, and agree that such
litigation will be conducted in the courts of Santa Clara County, California, or
the federal courts for the United States for the Northern District of
California, and no other courts, where this Award of Restricted Stock is made
and/or to be performed.