ex10-43.htm


    



    EXHIBIT
10.43

     

    SANMINA-SCI
CORPORATION

     

    2009
INCENTIVE PLAN

     

    NOTICE
OF GRANT OF STOCK OPTION

     

    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 Stock Option (the “Notice of Grant”) and Terms and Conditions of
Stock Option Grant, attached hereto as Exhibit A (together,
the “Agreement”).

     

    
      
        
          
            
              	
                      Participant:

                    	 
      
	
                      Address:

                    	 
      
	 
      	 
      


            

          

        

      

    

    


     

    Participant
has been granted an Option to purchase shares of Common 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

              	 
      
	
                Exercise
      Price per Share

              	
                $

              
	
                Total
      Exercise Price

              	
                $

              
	
                Type
      of Option

              	
                ___
      Incentive Stock Option

              
	 
      	
                ___
      Nonstatutory Stock Option

              
	
                Term/Expiration
      Date

              	 
      


      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Vesting
Schedule:

     

    Subject
to accelerated vesting as set forth below or in the Plan, this Option will be
exercisable, in whole or in part, in accordance with the following
schedule:

     

    [INSERT VESTING SCHEDULE]

     

     

    Termination
Period:

     

    This
Option will be exercisable for three (3) months after Participant ceases to be a
Service Provider, unless such termination is due to Participant’s death or
Disability, in which case this Option will be exercisable as provided in the
Plan.  Notwithstanding the foregoing sentence, in no event may this
Option be exercised after the Term/Expiration Date as provided above and may be
subject to earlier termination as provided in Section 17(c) of the
Plan.

     

    By
Participant’s signature and the signature of the Company’s representative below,
Participant and the Company agree that this Option 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 STOCK OPTION GRANT

     

    1. Grant.  The
Company hereby grants to the Participant named in the Notice of Grant
(“Participant”) an option (the “Option”) to purchase the number of Shares, as
set forth in the Notice of Grant, at the exercise price per Share set forth in
the Notice of Grant (the “Exercise Price”), subject to 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.

     

    If
designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this
Option is intended to qualify as an Incentive Stock Option as defined in Section
422 of the Code.  However, if this Option is intended to be an
Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code
Section 422(d) it will be treated as a Nonstatutory Stock Option
(“NSO”).  Further, if for any reason this Option (or portion thereof)
will not qualify as an ISO, then, to the extent of such nonqualification, such
Option (or portion thereof) will be regarded as a NSO granted under the
Plan.  In no event will the Administrator, the Company or any Parent
or Subsidiary or any of their respective employees or directors have any
liability to Participant (or any other person) due to the failure of the Option
to qualify for any reason as an ISO.

     

    2. Vesting
Schedule.  Except as provided in Section 3, the Option awarded by this Agreement will vest in
accordance with the vesting provisions set forth in the Notice of
Grant.  Shares 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.

     

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

     

    4. Exercise of
Option.  This Option may be exercised only within the term set
out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Agreement.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    This
Option is exercisable by delivery of an exercise notice, in the form attached as
Exhibit B (the
“Exercise Notice”) or in a manner and pursuant to such procedures as the
Administrator may determine, which will state the election to exercise the
Option, the number of Shares in respect of which the Option is being exercised
(the “Exercised Shares”), and such other representations and agreements as may
be required by the Company pursuant to the provisions of the
Plan.  The Exercise Notice will be completed by Participant and
delivered to the Company.  The Exercise Notice will be accompanied by
payment of the aggregate Exercise Price as to all Exercised Shares together with
any applicable tax withholding.  This Option will be deemed to be
exercised upon receipt by the Company of such fully executed Exercise Notice
accompanied by the aggregate Exercise Price.  

     

    5. Method of
Payment.  Payment of the aggregate Exercise Price will be by
any of the following, or a combination thereof, at the election of
Participant:

     

    (a) cash;

     

    (b) check;

     

    (c) consideration
received by the Company under a formal cashless exercise program adopted by the
Company in connection with the Plan;

     

    (d) surrender
of other Shares which have a Fair Market Value on the date of surrender equal to
the aggregate Exercise Price of the Exercised Shares; or

     

    (e) payment
through a net exercise such that, without the payment of any funds, the
Participant may exercise the Option and receive the net number of Shares equal
to (i) the number of Shares as to which the Option is being exercised,
multiplied by (ii) a fraction, the numerator of which is the Fair Market Value
per Share (on such date as is determined by the Administrator) less the Exercise
Price per Share, and the denominator of which is such Fair Market Value per
Share (the number of net Shares to be receive will be rounded down to the
nearest whole number of Shares).

     

    6. Tax
Obligations.

     

    (a) Tax
Withholding.  Notwithstanding any contrary provision of this
Agreement, no certificate representing the Shares will be issued to Participant,
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 of the Option exercise, Participant
acknowledges and agrees that the Company may refuse to honor the exercise and
refuse to deliver the Shares if such withholding amounts are not delivered at
the time of exercise.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    (b) Notice of Disqualifying
Disposition of ISO Shares.  If the Option granted to
Participant herein is an ISO, and if Participant sells or otherwise disposes of
any of the Shares acquired pursuant to the ISO on or before the later of (i) the
date two (2) years after the Grant Date, or (ii) the date one (1) year after the
date of exercise, Participant will notify the Company in writing within thirty
(30) days of such disposition.  Participant agrees that Participant
may be subject to income tax withholding by the Company on the compensation
income recognized by Participant.

     

    (c) Code Section
409A.  Under Code Section 409A, an option that vests after
December 31, 2004 (or that vested on or prior to such date but which was
materially modified after October 3, 2004) that was granted with a per Share
exercise price that is determined by the Internal Revenue Service (the “IRS”) to
be less than the Fair Market Value of a Share on the date of grant (a “Discount
Option”) may be considered “deferred compensation.”  A Discount Option
may result in (i) income recognition by Participant prior to the exercise of the
option, (ii) an additional twenty percent (20%) federal income tax, and (iii)
potential penalty and interest charges.  The Discount Option may also
result in additional state income, penalty and interest tax to the
Participant.  Participant acknowledges that the Company cannot and has
not guaranteed that the IRS will agree that the per Share exercise price of this
Option equals or exceeds the Fair Market Value of a Share on the Date of Grant
in a later examination.  Participant agrees that if the IRS determines
that the Option was granted with a per Share exercise price that was less than
the Fair Market Value of a Share on the date of grant, Participant will be
solely responsible for Participant’s costs related to such a
determination.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    7. 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.  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.

     

    8. No Guarantee of Continued
Service.  PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING
OF SHARES 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 OPTION 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.

     

    9. 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.

     

    10. Grant is Not
Transferable.  This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution and may be
exercised during the lifetime of Participant only by
Participant.  Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of this Option, 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.

     

    11. 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.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    12. Additional Conditions to
Issuance of Stock.  If at any time the Company will determine,
in its discretion, that the listing, registration or qualification of the Shares
upon any securities exchange or under any state or federal law, or the consent
or approval of any governmental regulatory authority is necessary or desirable
as a condition to the issuance of Shares to Participant (or his or her estate),
such issuance will not occur unless and until such listing, registration,
qualification, consent or approval will have been effected or obtained free of
any conditions not acceptable to the Company.  The Company will make
all reasonable efforts to meet the requirements of any such state or federal law
or securities exchange and to obtain any such consent or approval of any such
governmental authority.  Assuming such compliance, for income tax
purposes the Exercised Shares will be considered transferred to Participant on
the date the Option is exercised with respect to such Exercised
Shares.

     

    13. 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.

     

    14. 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 subject to the Option 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.

     

    15. Electronic
Delivery.  The Company may, in its sole discretion, decide to
deliver any documents related to Options awarded under the Plan or future
Options 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.

     

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

     

    17. 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.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    18. 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.

     

    19. Amendment, Suspension or
Termination of the Plan.  By accepting this Award, Participant
expressly warrants that he or she has received an Option 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.

     

    20. 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 Option 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 Option is made and/or to be
performed.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
             

          

        

      

    

     

    EXHIBIT
B

     

    SANMINA-SCI
CORPORATION

     

    2009
INCENTIVE PLAN

     

    EXERCISE
NOTICE

     

    Sanmina-SCI
Corporation

    2700
North First Street

    San Jose,
CA 95134

    


    Attention:  ___________

    


     

    2. Exercise of
Option.  Effective as of today, ________________, _____, the
undersigned (“Participant”) hereby elects to purchase ______________ shares (the
“Shares”) of the Common Stock of Sanmina-SCI Corporation (the “Company”) under
and pursuant to the 2009 Incentive Plan (the “Plan”) and the Stock Option
Agreement dated ________ (the “Agreement”).  The purchase price for
the Shares will be $_____________, as required by the Agreement.

     

    3. Delivery of Payment.
The Participant herewith delivers to the Company the full Exercise Price for the
Shares and any required tax withholding to be paid in connection with the
exercise of the Option, via the following payment method election as provided
under Section 5 of the Option Agreement:

    	
         cash

      


    	
        check

      


    	
        cashless
  exercise

      


    	
        surrender
  of Shares

      


    	
        net
  exercise

      


    4. Representations of
Participant.  Participant acknowledges that Participant has
received, read and understood the Plan and the Agreement and agrees to abide by
and be bound by their terms and conditions.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
             

          

        

      

    

     

    5. Rights as
Stockholder.  Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the Shares, no right to vote or receive dividends or
any other rights as a stockholder will exist with respect to the Shares,
notwithstanding the exercise of the Option.  The Shares so acquired
will be issued to Participant as soon as practicable after exercise of the
Option.  No adjustment will be made for a dividend or other right for
which the record date is prior to the date of issuance, except as provided in
Section 17 of the Plan.

     

    6. Tax
Consultation.  Participant understands that Participant may
suffer adverse tax consequences as a result of Participant’s purchase or
disposition of the Shares.  Participant represents that Participant
has consulted with any tax consultants Participant deems advisable in connection
with the purchase or disposition of the Shares and that Participant is not
relying on the Company for any tax advice.

     

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

    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
             

          

        

      

    

     

    8. Entire Agreement; Governing
Law.  The Plan and Agreement are incorporated herein by
reference.  This Exercise Notice, the Plan and the Agreement
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Participant with respect to the subject matter
hereof, and may not be modified adversely to the Participant’s interest except
by means of a writing signed by the Company and Participant.  This
agreement is governed by the internal substantive laws, but not the choice of
law rules, of California.

    


    


    
      
        	
                Submitted
      by:

              	 
      	
                Accepted
      by:

              
	
                PARTICIPANT

              	 
      	
                SANMINA-SCI
      CORPORATION

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Signature

              	 
      	
                By

              
	 
      	 
      	 
      
	
                Print
      Name

                 

              	 
      	
                Its

              
	
                Address:

              	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                Date
      Received