EXHIBIT 10.42


 


INDEMNIFICATION
AGREEMENT


 


This
Indemnification Agreement (“Agreement”) is made as of                     
by and between Sanmina-SCI Corporation, a Delaware corporation (the “Company”),
and                     
(“Indemnitee”).


 


RECITALS


 


WHEREAS,
the Company desires to attract and retain the services of highly qualified
individuals, such as Indemnitee, to serve the Company;


 


WHEREAS,
in order to induce Indemnitee to continue to provide services to the Company,
the Company wishes to provide for the indemnification of, and advancement of
expenses to, Indemnitee as set forth herein;


 


WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to
obligate itself to indemnify, and to advance expenses on behalf of, such
persons as Indemnitee so that they will serve or continue to serve the Company
free from undue concern that they will not be so indemnified; and


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the indemnification
provided in the Certificate of Incorporation (the “Charter”) and Bylaws (the “Bylaws”)
of the Company and any resolutions adopted pursuant thereto, and shall not be
deemed a substitute therefor, nor to diminish or abrogate any rights of
Indemnitee thereunder.


 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein,
the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1.
Services to the Company. 
Indemnitee agrees to serve as a director of the Company.  Indemnitee may at any time and for any reason
resign from such position (subject to any other contractual obligation or any
obligation imposed by operation of law), in which event the Company shall have
no obligation under this Agreement to continue Indemnitee in such position.  This Agreement shall not be deemed an
employment contract between the Company (or any of its subsidiaries or any
Enterprise) and Indemnitee.  The
foregoing notwithstanding, this Agreement shall continue in force after
Indemnitee has ceased to serve as a director of the Company.


 


Section 2.
Definitions.


 


As
used in this Agreement:


 


(a)              “Corporate Status”
describes the status of a person who is or was a director, officer, employee or
agent of the Company or of any other corporation, partnership or joint venture,
trust, employee benefit plan or other enterprise which such person is or was
serving at the request of the Company.


 


(b)              “Enterprise” shall mean the
Company and any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise of which Indemnitee is or was serving at the
request of the Company as a director, officer, employee, agent or fiduciary.


 


(c)              “Expenses” shall include all
reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of
experts, witness fees, travel expenses, duplicating costs, printing and binding
costs, telephone charges, postage, delivery service fees, and all other
disbursements or expenses of the types customarily incurred in connection with
prosecuting, defending, preparing to prosecute or defend, investigating, being
or preparing to be a witness in, or otherwise participating in, a
Proceeding.  Expenses also shall include
Expenses incurred in connection with any appeal resulting from any Proceeding,
including without limitation the premium, security for, and other costs
relating to any cost bond, supersedes bond, or other appeal bond or its
equivalent.  Expenses, however,
shall not include amounts paid in settlement by Indemnitee or the amount of
judgments or fines against Indemnitee.


 


(d)              “Independent Counsel” means a law
firm, or a partner (or, if applicable, member) of such a law firm, that is
experienced in matters of corporation law and neither presently is, nor in the
past five years has been, retained to represent: (i) the Company or Indemnitee
in any matter material to either such party (other than with respect to matters
concerning the Indemnitee under this Agreement, or of other indemnitees under
similar indemnification agreements), or (ii) any other party to the
Proceeding giving rise to a claim for indemnification hereunder.  The term “Independent Counsel” shall not
include any person who, under the applicable standards of professional conduct
then prevailing, would have a conflict of interest in representing either the
Company or Indemnitee in an action to determine Indemnitee’s rights under this 


 

















 


Agreement.  The Company agrees to pay the reasonable fees
and expenses of the Independent Counsel referred to above and to fully
indemnify such counsel against any and all Expenses, claims, liabilities and
damages arising out of or relating to this Agreement or its engagement pursuant
hereto.


 


(e)              The term “Proceeding” shall
include any threatened, pending or completed action, suit, arbitration,
alternate dispute resolution mechanism, investigation, inquiry, administrative
hearing or any other actual, threatened or completed proceeding, whether
brought in the right of the Company or otherwise and whether of a civil,
criminal, administrative or investigative nature, in which Indemnitee was, is
or will be involved as a party or otherwise by reason of the fact that
Indemnitee is or was a director of the Company, by reason of any action taken
by him or of any action on his part while acting as director of the Company, or
by reason of the fact that he is or was serving at the request of the Company
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, in each case
whether or not serving in such capacity at the time any liability or expense is
incurred for which indemnification, reimbursement, or advancement of expenses
can be provided under this Agreement; provided, however, that the
term “Proceeding” shall not include any action, suit or arbitration initiated
by Indemnitee to enforce Indemnitee’s rights under this Agreement.


 


Section 3.
Indemnity in Third-Party Proceedings. 
The Company shall indemnify Indemnitee in accordance with the provisions
of this Section 3 if Indemnitee is, or is threatened to be made, a party
to or a participant in any Proceeding, other than a Proceeding by or in the
right of the Company to procure a judgment in its favor.  Pursuant to this Section 3, Indemnitee
shall be indemnified against all Expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by Indemnitee or on his behalf in
connection with such Proceeding or any claim, issue or matter therein, if
Indemnitee acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Company and, in the case of a
criminal proceeding, had no reasonable cause to believe that his conduct was
unlawful.  Indemnitee shall not enter
into any settlement in connection with a Proceeding without thirty (30) days
prior written notice to the Company.


 


Section 4.
Indemnity in Proceedings by or in the Right of the Company.  The Company shall indemnify Indemnitee in
accordance with the provisions of this Section 4 if Indemnitee is, or is
threatened to be made, a party to or a participant in any Proceeding by or in
the right of the Company to procure a judgment in its favor.  Pursuant to this Section 4, Indemnitee
shall be indemnified against all Expenses actually and reasonably incurred by
him or on his behalf in connection with such Proceeding or any claim, issue or
matter therein, if Indemnitee acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company.  No indemnification for Expenses shall be made
under this Section 4 in respect of any claim, issue or matter as to which
Indemnitee shall have been finally adjudged by a court to be liable to the
Company, unless and only to the extent that the Delaware Court of Chancery (the
“Delaware Court”) or any court in which the Proceeding was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnification for such expenses as the Delaware Court or such
other court shall deem proper.


 


Section 5.
Indemnification for Expenses of a Party Who is Wholly or Partly Successful.  To the extent that Indemnitee is a party to
or a participant in and is successful, on the merits or otherwise, in any
Proceeding or in defense of any claim, issue or matter therein, in whole or in
part, the Company shall indemnify Indemnitee against all Expenses actually and
reasonably incurred by him in connection therewith.  If Indemnitee is not wholly successful in
such Proceeding but is successful, on the merits or otherwise, as to one or
more but less than all claims, issues or matters in such Proceeding, the
Company shall indemnify Indemnitee against (a) all Expenses actually and
reasonably incurred by him or on his behalf in connection with each
successfully resolved claim, issue or matter and (b) any claim, issue or
matter related to any such successfully resolved claim, issue or matter.  For purposes of this Section and without
limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter.


 


Section 6.
Indemnification For Expenses of a Witness.  To the extent that Indemnitee is, by reason
of his Corporate Status, a witness in any Proceeding to which Indemnitee is not
a party, he shall be indemnified against all Expenses actually and reasonably
incurred by him or on his behalf in connection therewith.


 


Section 7.
Additional Indemnification.


 


(a)              Notwithstanding any limitation in
Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest
extent permitted by law if Indemnitee is a party to or is threatened to be made
a party to any Proceeding (including a Proceeding by or in the right of the
Company to procure a judgment in its favor) against all Expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by
Indemnitee in connection with the Proceeding.


 

















 


(b)              For purposes of Section 7(a),
the meaning of the phrase “to the fullest extent permitted by law” shall
include, but not be limited to:


 


(i)                to the fullest extent permitted
by the provision of the Delaware General Corporation Law (“DGCL”) that
authorizes or contemplates additional indemnification by agreement, or the
corresponding provision of any amendment to or replacement of the DGCL or such
provision thereof; and


 


(ii)               to the fullest extent authorized
or permitted by any amendments to or replacements of the DGCL adopted after the
date of this Agreement that increase the extent to which a corporation may
indemnify its officers and directors.


 


Section 8.
Exclusions.  Notwithstanding any
provision in this Agreement to the contrary, the Company shall not be obligated
under this Agreement to make any indemnity in connection with any claim made
against Indemnitee:


 


(a)              for which payment has actually
been made to or on behalf of Indemnitee under any insurance policy or other
indemnity provision, except with respect to any excess beyond the amount paid
under any insurance policy or other indemnity provision;


 


(b)              for an accounting of profits made
from the purchase and sale (or sale and purchase) by Indemnitee of securities
of the Company within the meaning of Section 16(b) of the Securities
Exchange Act of 1934, as amended, or similar provisions of state statutory law
or common law;


 


(c)              for which payment is prohibited by
applicable law;


 


(d)              in connection with any proceeding
(or part thereof) initiated by Indemnitee, or any proceeding by Indemnitee
against the Company or the directors, officers, employees or other agents of
the Company, unless (i) such indemnification is expressly required to be
made by law, (ii) the proceeding was authorized by the Board of Directors
of the Company (the “Board”), (iii) such indemnification is provided by
the Company, in its sole discretion, pursuant to the powers vested in the
Company under the DGCL, or (iv) the proceeding is initiated pursuant to Section 13
hereof;


 


(e)              on account of Indemnitee’s conduct
that is established by a final judgment as knowingly fraudulent or deliberately
dishonest or that constituted willful misconduct; or


 


(f)               on account of Indemnitee’s
conduct that is established by a final judgment as resulting in any personal
profit or advantage to which Indemnitee was not legally entitled.


 


Section 9.
Advancement of Expenses.  The
Company shall advance, to the extent not prohibited by law, the Expenses
incurred by Indemnitee in connection with any Proceeding, and such advancement
shall be made within forty-five (45) days after the receipt by the Company of a
statement or statements requesting such advances (which shall include invoices
received by Indemnitee in connection with such Expenses but, in the case of
invoices in connection with legal services, any references to legal work
performed or to expenditures made that would cause Indemnitee to waive any
privilege accorded by applicable law shall not be included with the invoice)
from time to time, whether prior to or after final disposition of any
Proceeding.  Advances shall be unsecured
and interest free.  Advances shall be
made without regard to Indemnitee’s ability to repay the expenses and without
regard to Indemnitee’s ultimate entitlement to indemnification under the other
provisions of this Agreement.  Advances
shall include any and all reasonable Expenses incurred pursuing an action to
enforce this right of advancement.  The
Indemnitee agrees, as an undertaking within the meaning of the DGCL, that
Indemnitee will reimburse the Company for all Expenses advanced by the Company
under this Agreement if and to the extent that it is ultimately determined by a
court of competent jurisdiction in a final judgment, not subject to appeal,
that Indemnitee is not entitled to be indemnified by the Company under this Agreement,
the Company’s Bylaws, the Charter or applicable law.  This Section 9 shall not apply to any
claim made by Indemnitee for which indemnity is excluded pursuant to Section 8.  The right to advances under this paragraph
shall in all events continue until final disposition of any Proceeding,
including any appeal therein.


 


Section 10.
Procedure for Notification and Defense of Claim. Not later than thirty (30)
days after receipt by Indemnitee of notice of the commencement of any
Proceeding, Indemnitee will, if a claim in respect thereof is to be made
against the Company under this Agreement, notify the Company of the
commencement thereof; but Indemnitee’s omission so to notify the Company will
not relieve the Company from any liability which the Company may have to
Indemnitee under this Agreement unless the Company is materially prejudiced by
such failure.  With respect to any such Proceeding as to which Indemnitee
notifies the Company of the commencement thereof:


 

















 


(a)              The Company will be entitled to
participate in the Proceeding at its own expense.


 


(b)              Except as otherwise provided
below, the Company may, at its option and jointly with any other indemnifying
party similarly notified and electing to assume such defense, assume the
defense thereof, with counsel reasonably satisfactory to Indemnitee. 
After notice from the Company to Indemnitee of its election to assume the
defense thereof, the Company will not be liable to Indemnitee under this
Agreement for any Expenses subsequently incurred by Indemnitee in connection
with the defense thereof except for reasonable costs of investigation or
otherwise as provided below.  Indemnitee shall have the right to employ
separate counsel in such action, suit or proceeding but the fees and expenses
of such counsel incurred after notice from the Company of its assumption of the
defense thereof shall be at the expense of Indemnitee unless (i)  the
employment of counsel by Indemnitee has been authorized by the Company, (ii)  Indemnitee
shall have reasonably concluded, and so notified the Company, that there is a
conflict of interest between the Company and Indemnitee in the conduct of the
defense of such action or (iii)  the Company shall not in fact have
employed counsel to assume the defense of such action, in each of which cases
the reasonable fees and expenses of Indemnitee’s separate counsel shall be at
the expense of the Company.  The Company shall not be entitled to assume
the defense of any action, suit or proceeding brought by or on behalf of the
Company or as to which Indemnitee shall have made the conclusion provided for
in clause (ii) above; and


 


(c)              The Company shall not be liable to
indemnify Indemnitee under this Agreement for any amounts paid in settlement of
any action or claim effected without its written consent.  The Company
shall be permitted to settle any action except that it shall not settle any
action or claim in any manner which would impose any penalty or limitation on
Indemnitee without Indemnitee’s written consent.


 


Section 11. Procedure Upon
Application for Indemnification.


 


(a)              Upon
written request by Indemnitee for indemnification pursuant to Section 10(a),
a determination, if required by applicable law, with respect to Indemnitee’s
entitlement thereto shall be made in the specific case by Independent Counsel
in a written opinion to the Board, a copy of which shall be delivered to
Indemnitee and, if it is so determined that Indemnitee is entitled to
indemnification, payment to Indemnitee shall be made within forty-five  (45) days after such determination.
Indemnitee shall cooperate with the Independent Counsel making such
determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such counsel upon reasonable advance request any
documentation or information which is not privileged or otherwise protected
from disclosure and which is reasonably available to Indemnitee and reasonably
necessary to such determination.  Any
costs or expenses (including attorneys’ fees and disbursements) incurred by
Indemnitee in so cooperating with the Independent Counsel shall be borne by the
Company (irrespective of the determination as to Indemnitee’s entitlement to
indemnification) and the Company hereby indemnifies and agrees to hold
Indemnitee harmless therefrom.


 


(b)              The
Independent Counsel shall be selected by Indemnitee.  The Company may, within twenty (20) days
after written notice of such selection, deliver to the Indemnitee a written
objection to such selection; provided, however, that such objection may be
asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of “Independent Counsel” as defined in Section 2 of
this Agreement, and the objection shall set forth with particularity the
factual basis of such assertion.  Absent
a proper and timely objection, the person so selected shall act as Independent
Counsel.  If such written objection is so
made and substantiated, the Independent Counsel so selected may not serve as
Independent Counsel unless and until such objection is withdrawn or a court has
determined that such objection is without merit.  If, within twenty (20) days after the later
of submission by Indemnitee of a written request for indemnification pursuant
to Section 10(a) hereof, and the final disposition of the Proceeding,
including any appeal therein, no Independent Counsel shall have been selected
and not objected to, the Indemnitee may petition a court of competent
jurisdiction for resolution of any objection which shall have been made by the
Company to the selection of Independent Counsel and/or for the appointment as
Independent Counsel of a person selected by the court or by such other person
as the court shall designate, and the person with respect to whom all
objections are so resolved or the person so appointed shall act as Independent
Counsel under Section 11(a) hereof. 
Upon the due commencement of any judicial proceeding or arbitration
pursuant to Section 13(a) of this Agreement, Independent Counsel
shall be discharged and relieved of any further responsibility in such capacity
(subject to the applicable standards of professional conduct then prevailing).


 


Section 12. Presumptions;
Effect of Certain Proceedings.


 


(a)              In
making a determination with respect to entitlement to indemnification
hereunder, the Independent Counsel making such determination shall presume that
Indemnitee is entitled to indemnification under this Agreement if Indemnitee
has submitted a request for indemnification in accordance with Section 10(a) of
this Agreement and the Company shall have the burden of proof to overcome that
presumption in connection with the making by the Independent Counsel of any
determination contrary to that presumption. 
Neither the failure of the Company or of Independent Counsel to 


 

















 


have made a determination prior to the
commencement of any action pursuant to this Agreement that indemnification is
proper in the circumstances because Indemnitee has met the applicable standard
of conduct, nor an actual determination by the Company or by Independent
Counsel that Indemnitee has not met such applicable standard of conduct, shall
be a defense to the action or create a presumption that Indenmitee has not met
the applicable standard of conduct.


 


(b)              The
termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or upon a plea of guilty, nolo
contendere or its equivalent, shall not (except as otherwise expressly provided
in this Agreement) of itself adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 


(c)              For
purposes of any determination of good faith, Indemnitee shall be deemed to have
acted in good faith if Indemnitee’s action is based on the records or books of
account of the Enterprise, including financial statements, or on information
supplied to Indemnitee by the officers of the Enterprise in the course of their
duties, or on the advice of legal counsel for the Enterprise or the Board or
counsel selected by any committee of the Board or on information or records given
or reports made to the Enterprise by an independent certified public accountant
or by an appraiser, investment banker or other expert selected with reasonable
care by the Company or the Board or any committee of the Board.  The provisions of this Section 12(c) shall
not be deemed to be exclusive or to limit in any way the other circumstances in
which the Indemnitee may be deemed to have met the applicable standard of
conduct set forth in this Agreement.


 


(d)              The
knowledge and/or actions, or failure to act, of any director, officer, agent or
employee of the Enterprise shall not be imputed to Indemnitee for purposes of
determining the right to indemnification under this Agreement.


 


Section 13. Remedies of
Indemnitee.


 


(a)              Subject
to Section 13(e), in the event that (i) a determination is made
pursuant to Section 11 of this Agreement that Indemnitee is not entitled
to indemnification under this Agreement, (ii) advancement of Expenses is
not timely made pursuant to Section 9 of this Agreement, (iii) no
determination of entitlement to indemnification shall have been made pursuant
to Section 11(a) of this Agreement within ninety (90) days after
receipt by the Company of the request for indemnification, (iv) payment of
indemnification is not made pursuant to Section 5 or 6 or the last
sentence of Section 11(a) of this Agreement within forty-five (45)
days after receipt by the Company of a written request therefor, or (v) payment
of indemnification pursuant to Section 3, 4 or 7 of this Agreement is not
made within forty-five (45) days after a determination has been made that
Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an
adjudication by a court of his entitlement to such indemnification or
advancement of Expenses.  Alternatively,
Indemnitee, at his option, may seek an award in arbitration to be conducted by
a single arbitrator pursuant to the Commercial Arbitration Rules of the
American Arbitration Association. 
Indemnitee shall commence such proceeding seeking an adjudication or an
award in arbitration within 180 days following the date on which Indemnitee
first has the right to commence such proceeding pursuant to this Section 13(a);
provided, however, that the foregoing clause shall not apply in respect of a
proceeding brought by Indemnitee to enforce his rights under Section 5 of
this Agreement.  The Company shall not
oppose Indemnitee’s right to seek any such adjudication or award in
arbitration.


 


(b)              In
the event that a determination shall have been made pursuant to Section 11(a) of
this Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Section 13 shall be
conducted in all respects as a de novo trial, or arbitration, on the merits and
Indemnitee shall not be prejudiced by reason of that adverse
determination.  In any judicial
proceeding or arbitration commenced pursuant to this Section 13, the
Company shall have the burden of proving Indemnitee is not entitled to
indemnification or advancement of Expenses, as the case may be.


 


(c)              If
a determination shall have been made pursuant to Section 11(a) of
this Agreement that Indemnitee is entitled to indemnification, the Company
shall be bound by such determination in any judicial proceeding or arbitration
commenced pursuant to this Section 13, absent (i) a misstatement by
Indemnitee of material fact, or an omission of a material fact necessary to
make Indemnitee’s statement no materially misleading, in connection with the
request for indemnification, or (ii) a prohibition of such indemnification
under applicable law.


 


(d)              The
Company and the Indemnitee shall be precluded from asserting that the
procedures and presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court or before any such arbitrator
that the Company or the Indemnitee, as the case may be, is bound by all the
provisions of this Agreement.  The
Company shall indemnify Indemnitee against any and all Expenses incurred successfully
asserting Indemnitee’s rights under this Section 13.


 

















 


(e)              Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement
to indemnification under this Agreement shall be required to be made prior to
the final disposition of a Proceeding, including any appeal therein.


 


Section 14. Non-exclusivity,
Survival of Rights; Insurance Subrogation.


 


(a)              The
rights of indemnification and to receive advancement of Expenses as provided by
this Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Charter, the Company’s
Bylaws, any agreement, a vote of stockholders or a resolution of directors, or
otherwise.  No amendment, alteration or
repeal of this Agreement or of any provision hereof shall limit or restrict any
right of Indemnitee under this Agreement in respect of any action taken or
omitted by such Indemnitee in his Corporate Status prior to such amendment,
alteration or repeal.  To the extent that
a change in Delaware law, whether by statute or judicial decision, permits
greater indemnification or advancement of Expenses than would be afforded
currently under the Charter, Bylaws and this Agreement, it is the intent of the
parties hereto that Indemnitee shall enjoy by this Agreement the greater
benefits so afforded by such change.  No
right or remedy herein conferred is intended to be exclusive of any other right
or remedy, and every other right and remedy shall be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise.  The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other right or
remedy.


 


(b)              To
the extent that the Company maintains an insurance policy or policies providing
liability insurance for directors, officers, employees, or agents of the
Company or of any other Enterprise, Indemnitee shall be covered by such policy
or policies in accordance with its or their terms to the maximum extent of the
coverage available for any such director, officer, employee or agent under such
policy or policies.  If, at the time of
the receipt of a notice of a claim pursuant to the terms hereof, the Company
has director and officer liability insurance in effect, the Company shall give
prompt notice of the commencement of such proceeding to the insurers in
accordance with the procedures set forth in the respective policies.  The Company shall thereafter take all
necessary or desirable action to cause such insurers to pay, on behalf of the
Indemnitee, all amounts payable as a result of such proceeding in accordance
with the terms of such policies.


 


(c)              In
the event of any payment under this Agreement, the Company shall be subrogated to
the extent of such payment to all of the rights of recovery of Indemnitee, who
shall execute all papers required and take all action necessary to secure such
rights, including execution of such documents as are necessary to enable the
Company to bring suit to enforce such rights.


 


(d)              The
Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable hereunder (or for which advancement is provided
hereunder) if and to the extent that Indemnitee has otherwise actually received
such payment under any insurance policy, contract, agreement or otherwise.


 


(e)              The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee
who is or was serving at the request of the Company as a director, officer,
employee or agent of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise shall be reduced by any amount
Indemnitee has actually received as indemnification or advancement of Expenses
from such other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise.


 


Section 15. Duration of
Agreement.  This Agreement shall
continue until and terminate upon the later of (a) ten (10) years
after the date that Indemnitee shall have ceased to serve as a director of the
Company or (b) one (1) year after the final termination of any
Proceeding, including any appeal, then pending in respect of which Indemnitee
is granted rights of indemnification or advancement of Expenses hereunder and
of any proceeding commenced by Indemnitee pursuant to Section 13 of this
Agreement relating thereto.  This
Agreement shall be binding upon the Company and its successors and assigns and
shall inure to the benefit of Indemnitee and his heirs, executors and
administrators.  The Company shall
require and cause any successor (whether direct or indirect by purchase,
merger, consolidation or otherwise) to all, substantially all or a substantial
part, of the business and/or assets of the Company, by written agreement in
form and substance satisfactory to the Indemnitee, expressly to assume and
agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform if no such succession had taken place.


 


Section 16. Severability.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including without limitation, each portion of any
Section of this Agreement containing any such provision held to be
invalid, illegal or unenforceable, that is not itself invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby and shall
remain enforceable to the fullest extent permitted by law; (b) such
provision or provisions shall be deemed reformed to the extent necessary to
conform to applicable law and to give the maximum effect to the intent of the 


 

















 


parties hereto; and (c) to the
fullest extent possible, the provisions of this Agreement (including, without
limitation, each portion of any Section of this Agreement containing any
such provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall be construed so as to give effect to
the intent manifested thereby.


 


Section 17. Enforcement.


 


(a)              The
Company expressly confirms and agrees that it has entered into this Agreement
and assumed the obligations imposed on it hereby in order to induce Indemnitee
to serve as a director of the Company, and the Company acknowledges that
Indemnitee is relying upon this Agreement in serving as a director of the
Company.


 


(b)              This
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, oral, written and implied, between the parties hereto with
respect to the subject matter hereof; provided, however, that
this Agreement is a supplement to and in furtherance of the Charter of the
Company, the Bylaws of the Company and applicable law, and shall not be deemed
a substitute therefor, nor to diminish or abrogate any rights of Indemnitee
thereunder.


 


Section 18. Modification and
Waiver.  No supplement, modification
or amendment of this Agreement shall be binding unless executed in writing by
the parties thereto.  No waiver of any of
the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provisions of this Agreement nor shall any waiver constitute a
continuing waiver.


 


Section 19. Noticed Indemnitee.  Indemnitee agrees promptly to notify the
Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding
or matter which may be subject to indemnification or advancement of Expenses
covered hereunder.  The failure of
Indemnitee to so notify the Company shall not relieve the Company of any
obligation which it may have to the Indemnitee under this Agreement or
otherwise.


 


Section 20. Notices.  All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed to
have been duly given if (a) delivered by hand and receipted for by the
party to whom said notice or other communication shall have been directed, (b) mailed
by certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed, (c) mailed by reputable overnight
courier and receipted for by the party to whom said notice or other
communication shall have been directed or (d) sent by facsimile
transmission, with receipt of oral confirmation that such transmission has been
received:


 


	
  (a)

  	
  If to Indemnitee, at such address as
  Indemnitee shall provide to the Company.

  
	
   

  	
   

  
	
  (b)

  	
  If to the Company to:

  
	
   

  	
   

  
	
   

  	
  Sanmina-SCI Corporation

  
	
   

  	
  2700 North First Street

  
	
   

  	
  San Jose, CA 95134

  
	
   

  	
   

  
	
   

  	
  Attn: General Counsel

  



 


or to any other address as may have been
furnished to Indemnitee by the Company.


 


Section 21. Contribution.  To the fullest extent permissible under
applicable law, if the indemnification provided for in this Agreement is
unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of
indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be
paid in settlement and/or for Expenses, in connection with any claim relating
to an indemnifiable event under this Agreement, in such proportion as is deemed
fair and reasonable in light of all of the circumstances of such Proceeding in
order to reflect (i) the relative benefits received by the Company and
Indemnitee as a result of the event(s) and/or transaction(s) giving
cause to such Proceeding; and/or (ii) the relative fault of the Company
(and its directors, officers, employees and agents) and Indemnitee in
connection with such event(s) and/or transaction(s).


 


Section 22. Applicable Law and
Consent to Jurisdiction.  This
Agreement and the legal relations among the parties shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware,
without regard to its conflict of laws rules. 
Except with respect to any arbitration commenced by Indemnitee pursuant
to Section 13(a) of this Agreement, the Company and Indemnitee hereby
irrevocably and unconditionally (i) agree that any action or proceeding
arising out of or in connection with this Agreement shall be brought only in
the Delaware Court, and not in any other state or 


 

















 


federal court in the United States of
America or any court in any other country, (ii) consent to submit to the
exclusive jurisdiction of the Delaware Court for purposes of any action or
proceeding arising out of or in connection with this Agreement, (iii) appoint,
to the extent such party is not otherwise subject to service of process in the
State of Delaware, The Corporation Service Company, Wilmington, Delaware as its
agent in the State of Delaware as such party’s agent for acceptance of legal
process in connection with any such action or proceeding against such party
with the same legal force and validity as if served upon such party personally
within the State of Delaware, (iv) waive any objection to the laying of
venue of any such action or proceeding in the Delaware Court, and (v) waive,
and agree not to plead or to make, any claim that any such action or proceeding
brought in the Delaware Court has been brought in an improper or inconvenient
forum.


 


Section 23. Identical
Counterparts.  This Agreement may be executed
in one or more counterparts, each of which shall for all purposes be deemed to
be an original but all of which together shall constitute one and the same
Agreement.  Only one such counterpart
signed by the party against whom enforceability is sought needs to be produced
to evidence the existence of this Agreement.


 


Section 24. Miscellaneous.  The headings of the paragraphs of this
Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.


 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the
day and year first above written.


 


	
   

  	
  SANMINA-SCI
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Jure
  Sola, Chairman of the Board and Chief Executive

  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  INDEMNITEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name]