EMPLOYMENT AGREEMENT DATED AS OF FEBRUARY 15, 2004, JOHN CALDWELL



 EXHIBIT 10.25 
  
 

 
  
  
 February 15, 2004 
  
 Mr. John E. Caldwell 
 26 York Ridge Road 
 Toronto, Ontario 
 M2P 1R7 
  
 Re:  Employment Agreement 
  
 Dear Mr. Caldwell: 
  
 This letter sets forth the terms and conditions of your employment with SMTC Corporation, a Delaware corporation (the “Company”)
to be effective as of the date hereof (the “Effective Date”) and as an extension of the agreement between you and the Company dated October 16, 2003. 
 1.    Employment and Services.  You shall be employed as the President and Chief Executive Officer of the Company and its subsidiaries (the “SMTC Group”) for the
period beginning on the Effective Date and ending on June 30, 2004 or on such earlier date as your employment is terminated pursuant to paragraph 4 hereof (the “Employment Period”). The Employment Period may be extended for
successive terms upon mutual agreement between you and the Company. If you and the Company agree to continue your employment on a permanent basis, a new employment agreement will be executed that will supercede this Agreement. 
  
 During the Employment Period, you shall render such services of a senior executive nature to
the SMTC Group and shall have such powers, duties and responsibilities as are traditional for a President and Chief Executive Officer or as may from time to time be prescribed by the Company’s Board of Directors (the “Board”)
provided such powers, duties and responsibilities shall not be lessened without mutual consent. You shall perform and discharge, faithfully, diligently and competently, such services, duties and responsibilities. You shall devote all of your
business time and attention and your best efforts and ability to the business and affairs of the SMTC Group and shall not engage in other business activities (whether or not compensated) during the Employment Period without prior written consent of
the Board; provided however, you may continue to serve on the board of directors of companies which do not compete directly or indirectly with the Company. You agree to serve, as elected or appointed thereto, in one or more positions
as an officer or director of any one or more current or future members of the SMTC Group, or any one or more of the present or future subsidiaries or affiliates of the 
  
 SMTC Manufacturing Corporation 

 World Headquarters 635 Hood Road, Markham, Ontario, Canada L3R 4N6 
 Tel: 905.479.1810  Fax: 905.479.1877   Website: www.smtc.com 
  
 Appleton · Boston · San Jose · Toronto · Mexico · China 







 

 
 Company, or as an officer, trustee, director or other fiduciary of any pension or other employee benefit plan of the Company, or
any one or more of the present or future subsidiaries or affiliates of the Company. Service in such additional positions will be without additional compensation except for reimbursement of reasonably related business expenses on the same terms as
provided elsewhere in this Agreement. 
  
 2.    Compensation.  As compensation for your services performed under this Agreement during the Employment Period, the Company shall pay you a base salary at the rate of Cdn $45,000 per month. Such
salary shall be payable in installments in accordance with the Company’s regular payroll practices. During the Employment Period, you will be eligible to receive an annual bonus payment at the sole discretion of the Board. 
  
 3.    Benefits.  During the Employment
Period, you shall be entitled to participate in or receive benefits under any life insurance plan, health and accident insurance plan, retirement plan and all other benefit arrangements generally available to the Company’s executive officers
and employees (other than severance plans or arrangements) as in effect from time to time. In addition, the Company will reimburse your reasonable out-of-pocket expenses incurred in connection with the performance of your services hereunder, in each
case subject to and consistent with Company policy. During the Employment Period you shall be entitled to ten paid vacation days and shall also be entitled to all paid holidays given by the Company to its employees. You will not be entitled to cash
compensation for any vacation time not taken during the term hereof. 
  
 4.    Termination and Severance.  The Employment Period shall terminate prior to its scheduled expiration date on the first to occur of (i) your death or permanent disability (defined as your inability
to perform such duties for such period as determined in good faith by the Board) or (ii) a vote of the Board directing such termination for Cause. For purposes of this Agreement, “Cause” shall mean (i) your willful and repeated
failure to comply with the lawful directives of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious to the property, operations, business or reputation of any member of the SMTC
Group, or (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof to you by the Company. 
  
 5.    Withholding; Currency.  All payments made by the Company under this Agreement shall be net of any tax or other
amounts required to be withheld by the Company under any applicable law or legal requirement. Except as specifically noted, all amounts set forth in this Agreement are denominated in Canadian Dollars. 
  
 6.    Governing Law.  All questions
concerning the construction, validity and interpretation of this Agreement shall be governed by the laws of the Province of Ontario without giving effect to any choice or conflict of laws provision or rule that would cause the application of the
domestic substantive laws of any other jurisdiction. 
  
 SMTC
Manufacturing Corporation 

 World Headquarters 635 Hood Road, Markham, Ontario, Canada
L3R 4N6 
 Tel: 905.479.1810  Fax: 905.479.1877   Website: www.smtc.com 
  
 Appleton · Boston · San
Jose · Toronto · Mexico · China 







 

 
  
 7.    Notices.  All notices, requests and demands to or upon the parties hereto to be effective shall be in writing, by facsimile, by overnight courier or by registered or certified mail, postage prepaid
and return receipt requested, and shall be deemed to have been duly given or made upon: (i) delivery by hand, (ii) one business day after being sent by overnight courier; or (iii) in the case of transmission by facsimile, when confirmation of
receipt is obtained. Such communications shall be addressed and directed to the parties as follows (or to such other address as either party shall designate by giving like notice of such change to the other party): 
  
 If to you, at the address first stated above. 
 If to the Company: 
 SMTC Corporation 
 625 Hood Road 
 Markham, Ontario L3R 4N6

 Canada 
  
 with copies to: 
 Ropes & Gray 
 One International Place 
 Boston, MA 02110

 Attention:  Alfred O. Rose 
 Facsimile:  617-951-7050 
  
 Goodmans LLP

 250 Yonge Street 
 Suite 2400,
Box 24 
 Toronto, Ontario, M5B ZM6 
 Attention:  Celia Rhea 
 Facsimile:  416-979-1234 
  
 SMTC Manufacturing Corporation 

 World Headquarters 635 Hood Road, Markham, Ontario, Canada L3R 4N6 
 Tel: 905.479.1810  Fax: 905.479.1877   Website: www.smtc.com 
  
 Appleton · Boston · San Jose · Toronto · Mexico · China 







 

 
  
 Please execute the extra copy of this letter
Agreement in the space below and return it to the undersigned at the address set forth above to confirm your understanding and acceptance of the agreements contained herein. 
  

			
	 Very truly yours,
  
 SMTC Corporation

		
	By:	 	 /s/ William Brock


	 Name: William Brock
 Title:
Director



  
 Accepted and agreed to:

  
 Employee 

			
	
	 /s/ John E. Caldwell


	John E. Caldwell

  
 SMTC Manufacturing
Corporation 

 World Headquarters 635 Hood Road, Markham, Ontario, Canada L3R 4N6

 Tel: 905.479.1810  Fax: 905.479.1877   Website: www.smtc.com 
  
 Appleton · Boston · San
Jose · Toronto · Mexico · China