ex10-44.htm


    
       

       

      EXHIBIT
10.44

       

      SANMINA-SCI
CORPORATION

       

      2009
INCENTIVE PLAN

       

      NOTICE
OF GRANT OF RESTRICTED STOCK UNITS

       

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

      


      
        
          
            
              
                
                  	
                           

                          Participant:

                        	 
      
	
                           

                          Address:

                        	 
      
	 
      	 
      


                

              

            

          

        

      

       

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

       

      


      
        
          	
                   

                  Grant
      Number

                	 
      
	
                   

                  Date of
      Grant

                	 
      
	
                   

                  Vesting Commencement
      Date

                	 
      
	
                   

                  Number of Restricted
      Stock Units

                	 
      


        

      

       

      Vesting
Schedule:

      


      Subject
to any acceleration provisions contained in the Plan or set forth below, the
Restricted Stock Units will vest in accordance with the following
schedule:

       

      [INSERT
VESTING SCHEDULE]

       

      In the
event Participant ceases to be a Service Provider for any reason other than
death before Participant vests in the Restricted Stock Unit, the Restricted
Stock Unit and Participant’s right to acquire any Shares hereunder will
immediately terminate. In the event Participant ceases to be a Service Provider
as a result of death, all unvested Restricted Stock Units shall become
immediately vested.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      By
Participant’s signature and the signature of the Company’s representative below,
Participant and the Company agree that this Award of Restricted Stock Units 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 UNIT
GRANT

       

      1.           Grant.  The
Company hereby grants to the Participant named in the Notice of Grant (the “Participant”) under
the Plan an Award of Restricted Stock Units, 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.           Company’s Obligation to
Pay.  Each Restricted Stock Unit represents the right to
receive a Share on the date it vests.  Unless and until the Restricted
Stock Units will have vested in the manner set forth in Section 3,
Participant will have no right to payment of any such Restricted Stock
Units.  Prior to actual payment of any vested Restricted Stock Units,
such Restricted Stock Unit will represent an unsecured obligation of the
Company, payable (if at all) only from the general assets of the
Company.  Any Restricted Stock Units that vest in accordance with
Sections 3 or 4 will be paid to Participant (or in the event of Participant’s
death, to his or her estate) in whole Shares, subject to Participant satisfying
any applicable tax withholding obligations as set forth in Section
9.  Subject to the provisions of Section 4, such vested Restricted
Stock Units will be paid in Shares as soon as practicable after vesting, but in
each such case within the period ending no later than the date that is two and
one half (21⁄2) months from the end of the Company’s tax year that includes the
vesting date.

       

      3.           Vesting
Schedule.  Except as provided in Section 4, and subject to
Section 5, the Restricted Stock Units awarded by this Agreement will vest in
accordance with the vesting provisions set forth in the Notice of
Grant.  Restricted Stock Units 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 Units at any time, subject to the terms of the
Plan.  If so accelerated, such Restricted Stock Units will be
considered as having vested as of the date specified by the
Administrator.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Notwithstanding
anything in the Plan or this Agreement to the contrary, if the vesting of the
balance, or some lesser portion of the balance, of the Restricted Stock Units is
accelerated in connection with Participant’s termination as a Service Provider
(provided that such termination is a “separation from service” within the
meaning of Section 409A, as determined by the Company), other than due to death,
and if (x) Participant is a “specified employee” within the meaning of Section
409A at the time of such termination as a Service Provider and (y) the payment
of such accelerated Restricted Stock Units will result in the imposition of
additional tax under Section 409A if paid to Participant on or within the six
(6) month period following Participant’s termination as a Service Provider, then
the payment of such accelerated Restricted Stock Units will not be made until
the date six (6) months and one (1) day following the date of Participant’s
termination as a Service Provider, unless the Participant dies following his or
her termination as a Service Provider, in which case, the Restricted Stock Units
will be paid in Shares to the Participant’s estate as soon as practicable
following his or her death.  It is the intent of this Agreement to
comply with the requirements of Section 409A so that none of the Restricted
Stock Units provided under this Agreement or Shares issuable thereunder will be
subject to the additional tax imposed under Section 409A, and any ambiguities
herein will be interpreted to so comply.  For purposes of this
Agreement, “Section 409A” means Code Section 409A and the final Treasury
Regulations and Internal Revenue Service guidance thereunder, as each may be
amended from time to time.

       

      5.           Effect of Termination of
Status as a Service Provider.  Notwithstanding any contrary
provision of this Agreement, the balance of the Restricted Stock Units that have
not vested as of the time of Participant’s termination as a Service Provider for
any reason other than death and Participant’s right to acquire any Shares
hereunder will immediately terminate. In the event Participant ceases to be a
Service Provider as a result of death, all unvested Restricted Stock Units shall
become immediately vested.

       

      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 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.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (i)           Share
Withholding.  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.  No fractional shares will be
withheld or issued pursuant to the grant of Restricted Stock Units and the
issuance of Shares thereunder; any additional withholding necessary for this
reason will be done by the Company through Participant’s
paycheck.  Accordingly, to the extent the Fair Market Value of the
number of whole Shares withheld by the Company exceed any tax withholding
obligation, the Company will pay the Participant the difference.

       

      (ii)           By Check, Wire Transfer or
Other Means.  Unless the Company determines to satisfy its tax
withholding obligations pursuant to subsection (i) above, at any time not less
than five (5) business days before any tax withholding obligation arises
(e.g., a vesting date), the Participant may elect to satisfy his or her tax
withholding obligation by delivering to the Company an amount that the Company
determines is sufficient to satisfy the tax withholding obligation by
(A) wire transfer to such account as the Company may direct,
(B) delivery of a certified check payable to the Company, c/o Stock
Administration, or such other contact as the Company may from time to time
direct, or (C) such other means as the Company may establish or
permit.

       

      (iii)           Forfeiture.  If
Participant fails to make satisfactory arrangements for the payment of any
required tax withholding obligations hereunder at the time any applicable
Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or
4, Participant will permanently forfeit such Restricted Stock Units and any
right to receive Shares thereunder and the Restricted Stock Units 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.  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 RESTRICTED STOCK UNITS 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 AWARD OF RESTRICTED STOCK UNITS 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 7, 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 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
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.  Where the Company
determines that the delivery of the payment of any Shares will violate federal
securities laws or other applicable laws, the Company will defer delivery until
the earliest date at which the Company reasonably anticipates that the delivery
of Shares will no longer cause such violation.  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.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      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 Restricted Stock Units 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 Restricted Stock Units awarded under the Plan
or future Restricted Stock Units 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 or to otherwise avoid imposition of any
additional tax or income recognition under Section 409A in connection to this
Award of Restricted Stock Units.

       

      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
Units 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 Units 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 Units is made and/or to be performed.