ex10-41.htm


    


      EXHIBIT
10.41

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      SANMINA-SCI
CORPORATION

       

      DEFERRED
COMPENSATION PLAN

       

      Effective
January 1, 2009

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	 
      	
                TABLE
      OF CONTENTS

              	 
      
	 
      	 
      	
                Page

              
	
                ARTICLE
      I

              	
                PURPOSE

              	
                4

              
	
                ARTICLE
      II

              	
                DEFINITIONS

              	
                4

              
	
                2.1

              	
                Account

              	
                4

              
	
                2.2

              	
                Beneficiary

              	
                5

              
	
                2.3

              	
                Board

              	
                5

              
	
                2.4

              	
                Bonus

              	
                5

              
	
                2.5

              	
                Change
      of Control

              	
                5

              
	
                2.6

              	
                Code

              	
                5

              
	
                2.7

              	
                Code
      section 409A

              	
                5

              
	
                2.8

              	
                Committee

              	
                5

              
	
                2.9

              	
                Committee
      Charter

              	
                5

              
	
                2.10

              	
                Company

              	
                5

              
	
                2.11

              	
                Compensation
      Committee

              	
                5

              
	
                2.12

              	
                Deferral
      Commitment

              	
                5

              
	
                2.13

              	
                Deferral
      Period

              	
                5

              
	
                2.14

              	
                Disability

              	
                6

              
	
                2.15

              	
                Elective
      Deferred Compensation

              	
                6

              
	
                2.16

              	
                Eligible
      Employee

              	
                6

              
	
                2.17

              	
                Employer

              	
                6

              
	
                2.18

              	
                Initial
      Election Period

              	
                6

              
	
                2.19

              	
                In-Service
      Distribution Schedule

              	
                6

              
	
                2.20

              	
                Investment
      Funds

              	
                6

              
	
                2.21

              	
                Participant

              	
                7

              
	
                2.22

              	
                Payment
      Date

              	
                7

              
	
                2.23

              	
                Plan

              	
                7

              
	
                2.24

              	
                Retirement

              	
                7

              
	
                2.25

              	
                Salary

              	
                7

              
	
                2.26

              	
                Specified
      Employee

              	
                8

              
	
                2.27

              	
                Termination
      Distribution Schedule

              	
                8

              
	
                2.28

              	
                Termination
      of Employment

              	
                8

              
	
                2.29

              	
                Unforeseeable
      Emergency

              	
                8

              
	
                ARTICLE
      III

              	
                PARTICIPATION
      AND DEFERRAL COMMITMENTS

              	
                8

              
	
                3.1

              	
                Eligibility

              	
                8

              
	
                3.2

              	
                Deferral
      Commitments

              	
                8

              
	
                3.3

              	
                Revocation
      of Deferral Commitment upon Unforeseeable Emergency

              	
                9

              
	
                ARTICLE
      IV

              	
                DEFERRED
      COMPENSATION ACCOUNTS

              	
                10

              
	
                4.1

              	
                Accounts

              	
                10

              
	
                4.2

              	
                Investment
      of Accounts

              	
                10

              
	
                4.3

              	
                Vesting

              	
                10

              
	
                ARTICLE
      V

              	
                PLAN
      BENEFITS

              	
                10

              
	
                5.1

              	
                Distribution
      pursuant to Termination Distribution Schedule

              	
                10

              
	
                5.2

              	
                Distribution
      Pursuant to In-Service Distribution Schedule

              	
                11

              
	
                5.3

              	
                Special
      Payment Elections

              	
                11

              
	
                5.4

              	
                Distributions
      upon Change of Control.

              	
                11

              
	
                5.5

              	
                Distributions
      upon Disability or death

              	
                11

              
	
                5.6

              	
                Distributions
      Upon an Unforeseeable Emergency

              	
                12

              
	
                5.7

              	
                Inability
      to Locate Participant

              	
                12

              
	
                5.8

              	
                Tax
      Withholding

              	
                12

              
	
                5.9

              	
                Valuation
      and Settlement

              	
                12

              
	
                5.10

              	
                Payment
      to Guardian

              	
                12

              
	
                ARTICLE
      VI

              	
                BENEFICIARY
      DESIGNATION

              	
                13

              
	
                6.1

              	
                Beneficiary
      Designation

              	
                13

              
	
                6.2

              	
                Changing
      Beneficiary

              	
                13

              
	
                6.3

              	
                Community
      Property

              	
                13

              
	
                6.4

              	
                No
      Beneficiary Designation

              	
                13

              
	
                ARTICLE
      VII

              	
                ADMINISTRATION

              	
                14

              
	
                7.1

              	
                Committee

              	
                14

              
	
                7.2

              	
                Agents
      and Delegation

              	
                14

              
	
                7.3

              	
                Binding
      Effect of Decisions

              	
                14

              
	
                7.4

              	
                Indemnification
      of Committee

              	
                14

              
	
                ARTICLE
      VIII

              	
                CLAIMS
      PROCEDURE

              	
                14

              
	
                8.1

              	
                Claim

              	
                14

              
	
                8.2

              	
                Review
      of Claim

              	
                15

              
	
                8.3

              	
                Notice
      of Denial of Claim

              	
                15

              
	
                8.4

              	
                Reconsideration
      of Denied Claim

              	
                15

              
	
                8.5

              	
                Employer
      to Supply Information

              	
                16

              
	
                ARTICLE
      IX

              	
                AMENDMENT
      AND TERMINATION OF PLAN

              	
                16

              
	
                9.1

              	
                Amendment

              	
                16

              
	
                9.2

              	
                Right
      to Terminate Plan

              	
                16

              
	
                ARTICLE
      X

              	
                MISCELLANEOUS

              	
                17

              
	
                10.1

              	
                Unfunded
      Plan

              	
                17

              
	
                10.2

              	
                Unsecured
      General Creditor

              	
                17

              
	
                10.3

              	
                Trust
      Fund

              	
                17

              
	
                10.4

              	
                Nonalienability

              	
                17

              
	
                10.5

              	
                Not
      a Contract of Employment

              	
                17

              
	
                10.6

              	
                Protective
      Provisions

              	
                18

              
	
                10.7

              	
                Governing
      Law

              	
                18

              
	
                10.8

              	
                Validity

              	
                18

              
	
                10.9

              	
                Notice

              	
                18

              
	
                10.10

              	
                Successors

              	
                18

              


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SANMINA-SCI
CORPORATION

       

      DEFERRED
COMPENSATION PLAN

       

       

      ARTICLE
I

       

      PURPOSE

       

      Effective
January 1, 2003 Sanmina-SCI Corporation (the “Company”) approved the
establishment of the Sanmina-SCI Corporation Deferred Compensation Plan (the
“Plan”). The purpose of this Plan is to provide current tax planning
opportunities as well as supplemental funds for the retirement or death of
certain select employees of the Company.  It is intended that the Plan
will aid the Company in retaining and attracting employees of exceptional
ability.

       

      The
provisions of the Plan as amended and restated herein shall be effective as of
January 1, 2009 and will apply to benefits accrued on and after January 1, 2005.
The Plan shall also govern those benefits accrued under the Deferred
Compensation Plan of the SCI Systems, Inc. Employee Financial Security Program
that were transferred to this Plan effective as of March 1,
2008.  During the 2005 - 2008 period, the Plan was administered in
accordance with IRS guidance under section 409A of the Internal Revenue Code
(the “Code”).  The Plan as amended and restated is intended to reflect
the requirements of Code section 409A and the regulations thereunder, and, in
all respects, shall be administered and construed in accordance with such
requirements.

       

      The
provisions of the Plan as of October 3, 2004 (the “2003 Plan Document”) will
continue to apply to benefits accrued prior to 2005.  Set forth in
Appendix A for reference only is a copy of the 2003 Plan Document.  No
provision of the Plan as amended and restated, nor any future amendment to the
Plan, shall amend any provision of the 2003 Plan Document in Appendix A unless
otherwise indicated.

       

       

      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 maintained by the Company in accordance with Article IV with
respect to any deferrals, any amounts transferred to this Plan, and any
applicable earnings.  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 after a Participant’s death.

       

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

       

      2.4 Bonus.  “Bonus”
means any compensation that would qualify as “performance-based compensation”
within the meaning of Code section 409A.  A Participant’s Bonus for
purposes of the Plan shall be determined without regard to any reductions (1)
for any deferral contributions to a plan qualified under Section 125 or Section
401(k) of the Code or (2) pursuant to any Deferral Commitment.

       

      2.5 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); or,

       

      (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.

       

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

       

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

       

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

       

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

       

      2.10 Company.  “Company”
means Sanmina-SCI Corporation or any successor thereto.

       

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

       

      2.12 Deferral
Commitment.  “Deferral Commitment” means an election to defer
Salary and/or Bonus pursuant to Article III.

       

      2.13 Deferral
Period.  “Deferral Period” means the period over which a
Participant has elected to defer a portion of his Salary and/or
Bonus.  Each calendar year shall be a separate Deferral
Period.  However, for the initial Deferral Period under the Plan or
for a newly eligible employee, the Deferral Period shall be the portion of the
calendar year described in Section 3.2.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      2.14 Disability.  “Disability”
means a mental or physical condition that satisfies the definition of disability
contained in the Company’s long-term disability plan and would make the
individual eligible for benefits under that plan; provided that such condition
would also qualify as a “disability” as defined under Code section
409A.  However, for purposes of Section 3.3 only, “Disability” means
any medically determinable physical or mental impairment resulting in the
Participant’s inability to perform the duties of his or her position or any
substantially similar position, where such impairment can be expected to result
in death or can be expected to last for a continuous period of not less than six
months, or any successor standard as may be set forth in Treasury Regulations
section 1.409A-3(j)(4)(xii).

       

      2.15 Elective Deferred
Compensation.  “Elective Deferred Compensation” means the
amount of Salary and/or Bonus that a Participant elects to defer pursuant to a
Deferral Commitment.

       

      2.16 Eligible
Employee.  “Eligible Employee” means a management or highly
compensated employee who is named by the Company’s Chief Executive Officer or
his or her designee or the Committee as eligible to participate in this
Plan.  To be considered for eligibility in a year, the employee must
have a projected base salary equal to at least the compensation amount described
under Code section 414(q).

       

      2.17 Employer.  “Employer”
means the Company and each related company or business which is part of the same
controlled group under Code sections 414(b) or 414(c); provided that in applying
Code section 1563(a)(1) – (a)(3) for purposes of determining a controlled group
of corporations under Code section 414(b) and in applying Treasury Regulations
section 1.414(c)-2 for purposes of determining whether trades or businesses are
under common control under Code section 414(c), the phrase “at least 50 percent”
is used instead of “at least 80 percent.”

       

      2.18 Initial Election
Period.  “Initial Election Period” for
an Eligible Employee shall mean the period ending thirty (30) days after the
date the employee becomes initially eligible under Section 3.1.

       

      2.19 In-Service Distribution
Schedule.  “In-Service Distribution Schedule” means the
distribution schedule elected by the Participant as part of the Deferral
Commitment, in accordance with the procedures established by the Committee,
which shall govern any in-service distributions in accordance with Section
5.2.

       

      2.20 Investment
Funds.  “Investment Funds” means the portfolios or funds
selected by the Committee to be used in calculating the hypothetical earnings
and loses credited to an Account.

       

      2.21 Participant.  “Participant”
means any individual who is participating in this Plan as provided in Article
III and any individual who has an Account under this Plan.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      2.22 Payment
Date.  “Payment Date” shall mean:

       

      (a) with
respect to distributions pursuant to an In-Service Distribution Schedule for a
Deferral Period, the last regularly scheduled pay day in the January of the
calendar year elected by the Participant.

       

      (b) with
respect to distributions to a Participant other than a Specified Employee
pursuant to a Termination Distribution Schedule, the last regularly scheduled
pay day during the first January or July commencing after the Participant’s
Termination of Employment.

       

      (c) with
respect to distributions to a Specified Employee pursuant to a Termination
Distribution Schedule, the last regularly scheduled pay day during the first
January or July commencing after the end of the six (6) month period
following the Participant’s Termination of Employment.  In no event
shall the Payment Date pursuant to a Termination Distribution Schedule for any
Participant who is a Specified Employee occur before the end of the six (6)
month period following the Participant’s Termination of Employment.

       

      (d)           with
respect to distributions to a Participant on account of a death or Disability
pursuant to Section 5.5, the last regularly scheduled pay day during the first
January or July commencing after the death or Disability.

       

      2.23 Plan.  “Plan”
means the Sanmina-SCI Corporation Deferred Compensation Plan.

       

      2.24 Retirement.  “Retirement”
means Termination of Employment after the attainment of:

       

      (a) Age sixty
(60), or

       

      (b) Age
fifty-five (55) with seven (7) years of service with the Employer. A Participant
shall be credited with a year of service for each full year in which the
Participant remains employed by the Employer, beginning on the Participant’s
initial hire date and ending on the date of the Participant’s Termination of
Employment.

       

      2.25 Salary.  “Salary”
means the Participant’s base salary and quarterly bonus, but excluding any
annual bonus, commissions, or other benefits payable to a Participant during the
Deferral Period. A Participant’s Salary shall be determined without regard to
any reductions (1) for any deferral contributions to a plan qualified under
Section 125 or Section 401(k) of the Code or (2) pursuant to any Deferral
Commitment.

       

      2.26 Specified
Employee.  “Specified Employee” means any Participant who
qualifies as a “specified employee” as defined under Code section
409A.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      2.27 Termination Distribution
Schedule.  “Termination Distribution Schedule” means the
distribution schedule elected by the Participant as part of the Deferral
Commitment, in accordance with the procedure established by the Committee, which
shall govern distributions upon Termination of Employment in accordance with
Section 5.1.

       

      2.28 Termination of
Employment.  “Termination of Employment” means the
Participant’s “separation from service” as defined under Code section
409A.

       

      2.29  Unforeseeable
Emergency.  “Unforeseeable Emergency” means a severe financial
hardship to the Participant resulting from an unexpected illness or accident of
the Participant or his or her dependent (as defined in Code section 152(a)
(without regard to section 152(b)(1), (b)(2), and (d)(1)(B)), loss of the
Participant’s property due to casualty, or some other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant.  An Unforeseeable Emergency will not be deemed to
exist if such emergency may be relieved through reimbursement or compensation
from insurance or otherwise, by liquidation of the service providers assets (to
the extent such liquidation of the such assets would not cause severe financial
hardship) or by cessation of deferrals under this Plan.

       

       

      ARTICLE
III

       

      PARTICIPATION
AND DEFERRAL COMMITMENTS

       

      3.1 Eligibility.  An
employee shall be eligible to participate in the Plan as of the later
of:  (a) the date on which the employee becomes an Eligible
Employee, or (b) the date the employee is notified of his or her eligibility to
participate by the Committee and the material terms of such
participation.

       

      3.2 Deferral
Commitments.  An Eligible Employee may elect to defer receipt
of his or her Salary and/or Bonus by filing a Deferral Commitment in accordance
with this Section 3.2.  The total amount deferred by a Participant
shall be limited in any calendar year, if necessary, to satisfy the applicable
employment tax, income tax and employee benefit plan withholding
requirements.  The minimum aggregate amount that may be deferred by a
Participant during a Deferral Period is $2,000.

       

      (a) Salary Deferral
Commitments.

       

      (1) Except as
otherwise provided in (2) below, a Participant may elect to defer any portion of
the Participant’s Salary by submitting a Deferral Commitment prior to the
commencement of the Deferral Period for which the election is to apply, provided
that the Committee may require a Participant to submit a Deferral Commitment at
an earlier date. Any election to defer Salary shall be irrevocable and shall
apply only to the Salary payable with respect to services performed during the
Deferral Period for which the election is made.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      (2) Notwithstanding
the foregoing, during the Participant’s initial year of eligibility, a
Participant may elect to defer any portion of the Participant’s Salary by
submitting a Deferral Commitment during the Participant’s Initial Election
Period, provided that such Deferral Commitment shall be irrevocable and shall
apply only to the Salary payable with respect to services performed after the
Deferral Commitment is submitted.

       

      (b) Bonus Deferral
Commitments.

       

      (1) Except as
otherwise provided in (2) below, a Participant may elect to defer any portion of
the Participant’s Bonus by submitting a Deferral Commitment no later than six
(6) months preceding the end of the performance period to which the Bonus
relates; provided that the Committee may require a Participant to submit a
Deferral Commitment at an earlier date.  Any election to defer the
Participant’s Bonus shall be irrevocable and shall apply only to the Bonus
payable with respect to services performed during the Deferral Period for which
the election is made.

       

      (2) Notwithstanding
the foregoing, during the Participant’s initial year of eligibility, a
Participant may elect to defer any portion of the Participant’s Bonus by
submitting a Deferral Commitment during the Participant’s Initial Election
Period, provided that the portion of any Bonus deferred shall be prorated in
accordance with Code section 409A.

       

      (c) Distribution
Election.  A Participant’s Deferral Commitment shall set forth
a Termination Distribution Schedule or an In-Service Distribution Schedule with
respect to the amounts deferred pursuant to such Deferral Commitment, and any
earnings thereon, subject to the limitations described in Section
5.  The Committee may limit a Participant to a maximum number of
In-Service and Termination Distribution Schedules.

       

      3.3 Revocation of Deferral
Commitment upon Unforeseeable Emergency.  In the event the
Committee determines that a Participant has suffered an Unforeseeable Emergency
or a Disability, or in the event the Participant will receive a hardship
distribution (as defined in Treasury Regulations section 1.401(k)-1(d)(3)) under
the Company’s 401(k) plan, such Participant’s Deferral Commitment with respect
to the Deferral Period during which such Unforeseeable Emergency, Disability or
hardship distribution occurs shall be cancelled in accordance with Code section
409A.  The Participant may submit a new Deferral Commitment with
respect to future Deferral Periods to the extent permitted under Section
3.2.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      ARTICLE
IV

       

      DEFERRED
COMPENSATION ACCOUNTS

       

      4.1 Accounts.  For
record keeping purposes only, a separate Account shall be maintained for each
Participant. Separate sub-accounts shall be maintained to the extent necessary
to properly reflect the Participant’s election of Investment Funds under Section
4.2.  A Participant’s Account shall be credited from time to time to
reflect a Participant’s Elective Deferred Compensation, any earnings or losses
credited to the Account, and any distributions. The specific method of valuing
the Accounts shall be in the sole discretion of the Committee.

       

      4.2 Investment of
Accounts.  A Participant shall designate the Investment Funds
in which the Participant’s Account shall be hypothetically invested for purposes
of determining the earnings and losses to be credited to that
Account.  The Committee shall select the Investment Funds made
available to Participants in its sole and absolute discretion, and the Committee
may change the Investment Funds at any time. In the absence of a hypothetical
investment election, the Participant’s Account shall be initially hypothetically
invested in the Fixed Rate Fund.  Changes to existing hypothetical
investment elections shall be effective in accordance with the procedures
established by the Committee.

       

      4.3 Vesting.  Each
Participant’s Account, including earnings thereon, shall be 100% vested at all
times.

       

       

      ARTICLE
V

       

      PLAN
BENEFITS

       

      5.1 Distribution pursuant to
Termination Distribution Schedule.

       

      (a) In the
case of a Participant who incurs a Termination of Employment, the Participant’s
Account shall be paid to the Participant in the form of a lump sum on the
Participant's Payment Date, unless the Participant is eligible for Retirement,
has an Account balance of more than $25,000 at the time of such Termination of
Employment, and has properly submitted a Termination Distribution Schedule
pursuant to Section 3.2(c).  A Participant’s Termination Distribution
Schedule may provide for one of the following distribution
alternatives:

       

      (1) A lump
sum distribution on the Participant's Payment Date, or

       

      (2) Substantially
equal annual installments over a period of two (2) to fifteen (15) years, as
elected by the Participant, commencing on the Participant's Payment
Date.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      (b) In the
case of a Participant who incurs a Termination of Employment and has an Account
balance of $25,000 or less or in the case of a Participant who incurs a
Termination of Employment prior to Retirement, the Participant’s Account shall
be paid to the Participant in a lump sum distribution on the Participant's
Payment Date.

       

      5.2 Distribution Pursuant to In-Service
Distribution Schedule.

       

      (a) A
Participant may elect to receive a distribution while still employed by
submitting an In-Service Distribution Schedule pursuant to Section
3.2(c).  An In-Service Distribution Schedule may provide for payment
in the form of a lump sum or annual installments payable over a period of two
(2) to four (4) years beginning on Participant’s Payment Date.  A
Participant’s In-Service Distribution Schedule shall apply to the amounts
specified by the Participant on his or her Deferral Commitment, and the earnings
and losses credited thereto until the Payment Date, provided that the
Participant has not yet incurred a Termination of Employment.  In the
event a Participant incurs a Termination of Employment prior to the Payment
Date, the Participant’s In-Service Distribution Schedule shall be void and the
Participant’s Account shall be distributed in accordance with Section 5.1
above.

       

      (b) A
Participant may modify a previously submitted In-Service Distribution Schedule
provided that:  (i) such modification shall not take effect until at
least twelve (12) months after the date on which such modification is made, (ii)
the Payment Date under such modification is deferred at least five (5) years
from the previously scheduled Payment Date, and (iii) that such
modification must be made no less than twelve (12) months before the previously
scheduled Payment Date.  For purposes of modifying a previously
submitted In-Service Distribution Schedule, a series of installment payments
shall be treated as a single payment to be made on the scheduled Payment Date of
the first installment.

       

      5.3 Special Payment
Elections.  To the extent permitted by the Committee, a
Participant may modify a previously submitted In-Service or Termination
Distribution Schedule provided that any such modification is submitted prior to
2009 and complies with the transition guidance under Code section
409A.

       

      5.4 Distributions upon Change of
Control.

       

      In the
event of a Change of Control, all Participant Accounts shall be paid in a lump
sum to Participants as soon as practicable.

       

      5.5 Distributions upon
Disability or death.  In the event of the death or Disability
of the Participant, such Participant’s Account shall be paid to the
Participant’s Beneficiary or the Participant, as applicable, in a lump sum on
the Payment Date following such Participant’s Death or Disability, unless the
Participant elected an alternative form of distribution pursuant to Section
3.2(c), if and to the extent permitted by the Committee.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      5.6 Distributions Upon an
Unforeseeable Emergency.  Upon a finding that a Participant has
suffered an Unforeseeable Emergency, the Committee may, in its sole discretion,
make distributions from the Participant’s Account.  A Participant
requesting a distribution on account of an Unforeseeable Emergency shall apply
in the form and manner designated by the Committee and shall provide such
additional information as the Committee may require.  The amount of
the distribution under this Section 5.6 shall be limited to the amount
reasonably necessary to meet the Participant’s needs resulting from the
Unforeseeable Emergency, including any amounts necessary to pay federal, state
and/or local income taxes reasonably anticipated to result from the
distribution. If a distribution is made due to Unforeseeable Emergency in
accordance with this Section 5.6, the Participant’s deferrals under this Plan
shall cease in accordance with Section 3.3.

       

      5.7 Inability to Locate
Participant.  In the event that the Committee is unable to
locate a Participant or Beneficiary within two (2) years following the required
Payment Date, the amount allocated to the Participant's Account shall be
forfeited.  If, after such forfeiture, the Participant or Beneficiary
later claims such benefit, such benefit shall be reinstated without interest or
earnings.

       

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

       

      5.9 Valuation and
Settlement.  The amount of a lump sum payment and the amount of
installments shall be based on the value of the Participant’s Account as of the
end of the month preceding the month of payment, in accordance with the
procedures established by the Committee.

       

      5.10 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 Account.  Each Beneficiary
designation shall be in the 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 Account, 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

       

      CLAIMS
PROCEDURE

       

      8.1 Claim.  The
Committee shall establish rules and procedures to be followed by Participants
and Beneficiaries in (a) filing claims for benefits, and (b) for furnishing and
verifying proofs necessary to establish the right to benefits in accordance with
this Plan, consistent with the remainder of this Article VIII. Such rules and
procedures shall require that claims and proofs be made in writing and directed
to the Committee.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      8.2 Review of
Claim.  The Committee shall review all claims for benefits.
Upon receipt by the Committee of such a claim, it shall determine all facts
which are necessary to establish the right of the claimant to benefits under the
provisions of this Plan and the amount thereof as herein provided within ninety
(90) days of receipt of such claim.  If prior to the expiration of the
initial ninety (90) day period, the Committee determines additional time is
needed to come to a determination on the claim, the Committee shall provide
written notice to the Participant, Beneficiary or other claimant of the need for
the extension, not to exceed a total of one hundred eighty (180) days from the
date the application was received.

       

      8.3 Notice of Denial of
Claim.  In the event that any Participant, Beneficiary or other
claimant claims to be entitled to a benefit under this Plan, and the Committee
determines that such claim should be denied, in whole or in part, the Committee
shall, in writing, notify such claimant that the claim has been denied, in whole
or in part, setting forth the specific reasons for such denial.  Such
notification shall be written in a manner reasonably expected to be understood
by such claimant, shall refer to the specific sections of this Plan relied on,
shall describe any additional material or information necessary for the claimant
to perfect the claim, shall provide an explanation of why such material or
information is necessary, and, where appropriate, shall include an explanation
of how the claimant can obtain reconsideration of such denial.

       

      8.4 Reconsideration of Denied
Claim.

       

      (a) Within
sixty (60) days after receipt of the notice of the denial of a claim, such
claimant or duly authorized representative may request, by mailing or delivery
of such written notice to the Committee, a reconsideration by the Committee of
the decision denying the claim.  If the claimant or duly authorized
representative fails to request such a reconsideration within such sixty (60)
day period, it shall be conclusively determined for all purposes of this Plan
that the denial of such claim by the Committee is correct.  If such
claimant or duly authorized representative requests a reconsideration within
such sixty (60) day period, the claimant or duly authorized representative shall
have thirty (30) days after filing a request for reconsideration to submit
additional written material in support of the claim, review pertinent documents,
and submit issues and comments in writing.

       

      (b) After
such reconsideration request, the Committee shall determine within sixty (60)
days of receipt of the claimant’s request for reconsideration whether such
denial of the claim was correct and shall notify such claimant in writing of its
determination.  The written notice of the Committee’s decision shall
be in writing and shall include specific reasons for the decision, shall be
written in a manner reasonably calculated to be understood by the claimant, and
shall identify specific references to the pertinent Plan provisions on which the
decision is based. In the event of special circumstances determined by the
Committee, the time for the Committee to make a decision may be extended by an
additional sixty (60) days upon written notice to the claimant prior to the
commencement of the extension.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      8.5 Employer to Supply
Information.  To enable the Committee to perform its duties,
the Employer shall supply full and timely information to the Committee of all
matters relating to the Retirement, Disability, death, or other cause for
Termination of Employment of all Participants, and such other pertinent facts as
the Committee may require.

       

       

      ARTICLE
IX

       

      AMENDMENT
AND TERMINATION OF PLAN

       

      9.1 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.

       

      9.2 Right to Terminate
Plan.  Subject to 9.2(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 Employer.

       

      (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 Employer 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
X

       

      MISCELLANEOUS

       

      10.1 Unfunded
Plan.  This Plan is an unfunded plan maintained primarily to
provide deferred compensation benefits for a select group of management or
highly compensated employees within the meaning of Sections 201, 301 and 401 of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and,
therefore, is exempt from the provisions of Parts 2, 3 and 4 of Title I of
ERISA.

       

      10.2 Unsecured General
Creditor.  Participants and Beneficiaries shall be unsecured
general creditors, with no secured or preferential right to any assets of the
Company or any other party for payment of benefits under this
Plan.  Any insurance contracts, mutual fund shares, stocks, bonds or
other property purchased by the Company in connection with this Plan shall
remain the Company’s general, unpledged, and unrestricted assets.  The
Company’s obligation under this Plan shall be an unfunded and unsecured promise
to pay money in the future.

       

      10.3 Trust
Fund.  At its discretion, the Company may establish one (1) or
more trusts, with such trustees as the Committee may approve, for the purpose of
providing for the payment of benefits owed under this Plan.  Although
such a trust shall be irrevocable, its assets shall be held for payment of all
the Company’s general creditors in the event of the Company’s insolvency or
bankruptcy.  To the extent any benefits provided under this Plan are
paid from any such trust, the Company shall have no further obligation to pay
them.  If not paid from the trust, such benefits shall remain the
obligation of the Company.  After the occurrence of a Change of
Control, the Company will deposit an amount in trust at least equal to the
amount necessary to cause the trust’s assets to equal the total of all Accounts
under this Plan.  Thereafter, the Company will make additional
deposits, no less often than monthly, as required to maintain trust assets at a
level at least equal the total of all Accounts under this Plan.

       

      10.4 Nonalienability.  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.  Notwithstanding any provision of the Plan to the contrary, the
Plan shall not recognize or give effect to any domestic relations order
attempting to alienate, transfer or assign any Participant
benefits.

       

      10.5 Not a Contract of
Employment.  This Plan shall not constitute a contract of
employment between the Employer and the Participant.  Nothing in this
Plan shall give a Participant the right to be retained in the service of the
Employer or to interfere with the right of the Employer to discipline or
discharge a Participant at any time.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      10.6 Protective
Provisions.  A Participant shall cooperate with the Employer by
furnishing any and all information and taking other actions as requested by the
Employer in order to facilitate the administration of this Plan and the payment
of benefits hereunder.

       

      10.7 Governing
Law.  The provisions of this Plan shall be construed and
interpreted according to the laws of the state of California, except as
preempted by federal law.

       

      10.8 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.

       

      10.9 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 Employer’s records.

       

      10.10 Successors.  The
provisions of this Plan shall bind and inure to the benefit of the Company and
its successors and assigns.  The terms “successor” and “successors” as
used herein shall include any corporate or other business entity which shall,
whether by merger, consolidation, purchase or otherwise, acquire all or
substantially all of the business and assets of the Company, and successors of
any such corporation or other business entity.

       

      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