Exhibit 10.74


 


SANMINA-SCI
CORPORATION


 


DEFERRED
COMPENSATION PLAN


 


Effective January 1,
2009


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
  PURPOSE

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  DEFINITIONS

  	
   

  	
  1

  
	
  2.1

  	
  Account

  	
   

  	
  1

  
	
  2.2

  	
  Beneficiary

  	
   

  	
  2

  
	
  2.3

  	
  Board

  	
   

  	
  2

  
	
  2.4

  	
  Bonus

  	
   

  	
  2

  
	
  2.5

  	
  Change of Control

  	
   

  	
  2

  
	
  2.6

  	
  Code

  	
   

  	
  2

  
	
  2.7

  	
  Code section 409A

  	
   

  	
  2

  
	
  2.8

  	
  Committee

  	
   

  	
  2

  
	
  2.9

  	
  Company

  	
   

  	
  2

  
	
  2.10

  	
  Compensation Committee

  	
   

  	
  2

  
	
  2.11

  	
  Deferral Commitment

  	
   

  	
  2

  
	
  2.12

  	
  Deferral Period

  	
   

  	
  2

  
	
  2.13

  	
  Disability

  	
   

  	
  2

  
	
  2.14

  	
  Elective Deferred Compensation

  	
   

  	
  3

  
	
  2.15

  	
  Eligible Employee

  	
   

  	
  3

  
	
  2.16

  	
  Employer

  	
   

  	
  3

  
	
  2.17

  	
  Initial Election Period

  	
   

  	
  3

  
	
  2.18

  	
  In-Service Distribution Schedule

  	
   

  	
  3

  
	
  2.19

  	
  Investment Funds

  	
   

  	
  3

  
	
  2.20

  	
  Participant

  	
   

  	
  3

  
	
  2.21

  	
  Payment Date

  	
   

  	
  3

  
	
  2.22

  	
  Plan

  	
   

  	
  4

  
	
  2.23

  	
  Retirement

  	
   

  	
  4

  
	
  2.24

  	
  Salary

  	
   

  	
  4

  
	
  2.25

  	
  Specified Employee

  	
   

  	
  4

  
	
  2.26

  	
  Termination Distribution Schedule

  	
   

  	
  4

  
	
  2.27

  	
  Termination of Employment

  	
   

  	
  4

  
	
  2.28

  	
  Unforeseeable Emergency

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  PARTICIPATION
  AND DEFERRAL COMMITMENTS

  	
   

  	
  5

  
	
  3.1

  	
  Eligibility

  	
   

  	
  5

  
	
  3.2

  	
  Deferral Commitments

  	
   

  	
  5

  
	
  3.3

  	
  Revocation of Deferral Commitment upon
  Unforeseeable Emergency

  	
   

  	
  6

  



 


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  ARTICLE IV

  	
  DEFERRED
  COMPENSATION ACCOUNTS

  	
   

  	
  6

  
	
  4.1

  	
  Accounts

  	
   

  	
  6

  
	
  4.2

  	
  Investment of Accounts

  	
   

  	
  6

  
	
  4.3

  	
  Vesting

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  PLAN BENEFITS

  	
   

  	
  7

  
	
  5.1

  	
  Distribution pursuant to Termination Distribution
  Schedule.

  	
   

  	
  7

  
	
  5.2

  	
  Distribution Pursuant to In-Service
  Distribution Schedule.

  	
   

  	
  7

  
	
  5.3

  	
  Special Payment Elections

  	
   

  	
  8

  
	
  5.4

  	
  Distributions upon Change of Control.

  	
   

  	
  8

  
	
  5.5

  	
  Distributions upon Disability or death

  	
   

  	
  8

  
	
  5.6

  	
  Distributions Upon an Unforeseeable Emergency

  	
   

  	
  8

  
	
  5.7

  	
  Inability to Locate Participant

  	
   

  	
  8

  
	
  5.8

  	
  Tax Withholding

  	
   

  	
  8

  
	
  5.9

  	
  Valuation and Settlement

  	
   

  	
  8

  
	
  5.10

  	
  Payment to Guardian

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  BENEFICIARY
  DESIGNATION

  	
   

  	
  9

  
	
  6.1

  	
  Beneficiary Designation

  	
   

  	
  9

  
	
  6.2

  	
  Changing Beneficiary

  	
   

  	
  9

  
	
  6.3

  	
  Community Property

  	
   

  	
  9

  
	
  6.4

  	
  No Beneficiary Designation

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
  ADMINISTRATION

  	
   

  	
  10

  
	
  7.1

  	
  Committee

  	
   

  	
  10

  
	
  7.2

  	
  Agents and Delegation

  	
   

  	
  10

  
	
  7.3

  	
  Binding Effect of Decisions

  	
   

  	
  10

  
	
  7.4

  	
  Indemnification of Committee

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  CLAIMS PROCEDURE

  	
   

  	
  10

  
	
  8.1

  	
  Claim

  	
   

  	
  10

  
	
  8.2

  	
  Review of Claim

  	
   

  	
  10

  
	
  8.3

  	
  Notice of Denial of Claim

  	
   

  	
  11

  
	
  8.4

  	
  Reconsideration of Denied Claim.

  	
   

  	
  11

  
	
  8.5

  	
  Employer to Supply Information

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  AMENDMENT AND TERMINATION OF PLAN

  	
   

  	
  12

  
	
  9.1

  	
  Amendment

  	
   

  	
  12

  
	
  9.2

  	
  Right to Terminate Plan

  	
   

  	
  12

  



 


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  ARTICLE X

  	
  MISCELLANEOUS

  	
   

  	
  12

  
	
  10.1

  	
  Unfunded Plan

  	
   

  	
  12

  
	
  10.2

  	
  Unsecured General Creditor

  	
   

  	
  12

  
	
  10.3

  	
  Trust Fund

  	
   

  	
  13

  
	
  10.4

  	
  Nonalienability

  	
   

  	
  13

  
	
  10.5

  	
  Not a Contract of Employment

  	
   

  	
  13

  
	
  10.6

  	
  Protective Provisions

  	
   

  	
  13

  
	
  10.7

  	
  Governing Law

  	
   

  	
  13

  
	
  10.8

  	
  Validity

  	
   

  	
  13

  
	
  10.9

  	
  Notice

  	
   

  	
  13

  
	
  10.10

  	
  Successors

  	
   

  	
  14

  



 


iii

















 


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 the
management committee established by or at the direction of the Board to
administer the Plan.


 


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


 


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


 


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


 


2.12         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.


 


2.13         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 


 


2

















 


individual eligible for benefits under that plan; provided that such
condition would also qualify as a “disability” as defined under Code section
409A.


 


2.14         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.


 


2.15         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).


 


2.16         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.”


 


2.17         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.


 


2.18         In-Service Distribution Schedule.  “In-Service
Distribution Schedule” means the distribution schedule elected by the
Participant as part of the Deferral Commitment for the Deferral Period which
shall govern any in-service distributions in accordance with Section 5.2.


 


2.19         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.


 


2.20         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.


 


2.21         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, and


 


(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.


 


3

















 


(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.


 


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


 


2.23         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.


 


2.24         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.


 


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


 


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


 


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


 


2.28         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.


 


4

















 


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.


 


5

















 


(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.


 


3.3           Revocation of
Deferral Commitment upon Unforeseeable Emergency.  In the event the Committee determines that a
Participant has suffered an Unforeseeable Emergency 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 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.


 


6

















 


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.


 


7
















 


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 prior to the Participant’s
Payment Date, such Participant’s Account shall be paid to the Participant’s
Beneficiary or the Participant, as applicable, in a lump sum as soon as
administratively feasible following such Participant’s death or
Disability.  In the event of the death or
Disability of the Participant on or after the Participant’s Payment Date, such
Participant’s Account shall continue to be paid in the manner previously
elected.


 


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 


 


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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.


 


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ARTICLE VII


 


ADMINISTRATION


 


7.1           Committee.  This Plan shall be administered by the
Committee, which shall be made of not less than three members appointed by the
Company’s Chief Executive Officer.  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.  A majority vote of the Committee members
shall control any decision. 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 delegatee 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, 


 


10

















 


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.


 


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ARTICLE IX


 


AMENDMENT AND TERMINATION OF PLAN


 


9.1           Amendment.  The Committee may at any time amend this Plan by
written instrument, notice of which
is given to all Participants and to any Beneficiaries to whom a benefit
is due. No amendment shall reduce the amount accrued in any Accounts as of the
date such notice of the amendment is given.
Material changes to this Plan will be effective immediately, but must be ratified and approved at the Compensation
Committee meeting immediately
following the effective date of such amendment. 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 


 


12

















 


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 


 


13

















 


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
9th day of June, 2008.


 


	
   

  	
  SANMINA-SCI CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jure Sola

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its: Chief Executive Officer

  



 


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