Exhibit 10.75


 


SANMINA-SCI CORPORATION


 


DEFERRED COMPENSATION PLAN


 


FOR OUTSIDE DIRECTORS


 


 


(Originally effective June 1,
2002)


 


Amended
and restated effective January 1, 2009


 

















 


TABLE  OF  CONTENTS


 


	
  ARTICLE I

  	
  PURPOSE

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  DEFINITIONS

  	
   

  	
  1

  
	
  2.1

  	
  Account

  	
   

  	
  1

  
	
  2.2

  	
  Beneficiary

  	
   

  	
  1

  
	
  2.3

  	
  Board

  	
   

  	
  1

  
	
  2.4

  	
  Change of Control

  	
   

  	
  1

  
	
  2.5

  	
  Code

  	
   

  	
  2

  
	
  2.6

  	
  Code section 409A

  	
   

  	
  2

  
	
  2.7

  	
  Committee

  	
   

  	
  2

  
	
  2.8

  	
  Compensation Committee

  	
   

  	
  2

  
	
  2.9

  	
  Common Stock

  	
   

  	
  2

  
	
  2.10

  	
  Company

  	
   

  	
  2

  
	
  2.11

  	
  Compensation

  	
   

  	
  2

  
	
  2.12

  	
  Deferral Commitment

  	
   

  	
  2

  
	
  2.13

  	
  Deferral Period

  	
   

  	
  2

  
	
  2.14

  	
  Deferred Compensation

  	
   

  	
  2

  
	
  2.15

  	
  Eligible Director

  	
   

  	
  2

  
	
  2.16

  	
  Market Value

  	
   

  	
  2

  
	
  2.17

  	
  Participant

  	
   

  	
  2

  
	
  2.18

  	
  Participation Agreement

  	
   

  	
  3

  
	
  2.19

  	
  Plan Year

  	
   

  	
  3

  
	
  2.20

  	
  Share Units

  	
   

  	
  3

  
	
  2.21

  	
  Separation from
  Service

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  DEFERRAL COMMITMENTS

  	
   

  	
  3

  
	
  3.1

  	
  Participation

  	
   

  	
  3

  
	
  3.2

  	
  Initial Year of Participation

  	
   

  	
  3

  
	
  3.3

  	
  Elective Deferrals

  	
   

  	
  3

  
	
  3.4

  	
  Limitations on Deferral Commitments

  	
   

  	
  3

  
					



 


i

















 


	
  ARTICLE IV

  	
  DEFERRED COMPENSATION
  ACCOUNTS

  	
   

  	
  4

  
	
  4.1

  	
  Accounts

  	
   

  	
  4

  
	
  4.2

  	
  Deferred Compensation

  	
   

  	
  4

  
	
  4.3

  	
  Share Units

  	
   

  	
  4

  
	
  4.4

  	
  Dividends

  	
   

  	
  4

  
	
  4.5

  	
  Determination of Accounts

  	
   

  	
  4

  
	
  4.6

  	
  Vesting of Accounts

  	
   

  	
  4

  
	
  4.7

  	
  Statement of Accounts

  	
   

  	
  4

  
	
  4.8

  	
  Adjustment of Share Units

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  PLAN BENEFITS

  	
   

  	
  5

  
	
  5.1

  	
  After Separation from Service

  	
   

  	
  5

  
	
  5.2

  	
  Change of Control

  	
   

  	
  5

  
	
  5.3

  	
  Tax Withholding

  	
   

  	
  5

  
	
  5.4

  	
  Payment to Guardian

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  BENEFICIARY DESIGNATION

  	
   

  	
  6

  
	
  6.1

  	
  Beneficiary Designation

  	
   

  	
  6

  
	
  6.2

  	
  Changing Beneficiary

  	
   

  	
  6

  
	
  6.3

  	
  Community Property

  	
   

  	
  6

  
	
  6.4

  	
  No Beneficiary
  Designation

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  ADMINISTRATION

  	
   

  	
  6

  
	
  7.1

  	
  Committee

  	
   

  	
  6

  
	
  7.2

  	
  Agents and Delegation

  	
   

  	
  7

  
	
  7.3

  	
  Binding Effect of Decisions

  	
   

  	
  7

  
	
  7.4

  	
  Indemnification of
  Committee

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  AMENDMENT AND TERMINATION
  OF PLAN

  	
   

  	
  7

  
	
  8.1

  	
  Amendment

  	
   

  	
  7

  
	
  8.2

  	
  Right to Terminate Plan

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  MISCELLANEOUS

  	
   

  	
  8

  
	
  9.1

  	
  Unfunded Plan

  	
   

  	
  8

  
	
  9.2

  	
  Trust Fund

  	
   

  	
  8

  
	
  9.3

  	
  Nonalienability

  	
   

  	
  8

  
					



 


ii

















 


	
  9.4

  	
  Governing Law

  	
   

  	
  9

  
	
  9.5

  	
  Validity

  	
   

  	
  9

  
	
  9.6

  	
  Notice

  	
   

  	
  9

  
	
  9.7

  	
  Successors

  	
   

  	
  9

  



 


iii

















 


SANMINA-SCI CORPORATION


 


DEFERRED COMPENSATION PLAN FOR
OUTSIDE DIRECTORS


 


ARTICLE I


 


PURPOSE


 


Effective June 1, 2002 the Board of
Directors of Sanmina-SCI Corporation (“Sanmina-SCI”) approved the
establishment of the Sanmina-SCI Corporation Deferred Compensation Plan for Outside
Directors (the “Plan”).  The Plan is intended to provide eligible
Sanmina-SCI Directors an opportunity to
defer payment of all or part of the Compensation
which is payable to them for acting as Directors of Sanmina-SCI.  Sanmina-SCI
now approves the amendment and
restatement of the Plan effective January 1, 2009.  The Plan
is intended to reflect the requirements of section 409A of the Internal Revenue
Code and the regulations issues thereunder, and, in all respects, shall be
administered and construed in accordance with such requirements.  Prior to 2009, the Plan was administered in
accordance with Code section 409A.


 


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
established for a Participant pursuant to Article IV.
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 under Article V after a Participant’s
death.


 


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


 


2.4           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.


 


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


 


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


 


2.7           Committee.  “Committee” means the management committee
established by or at the direction of the Board to adminster the Plan.


 


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


 


2.9           Common Stock.  “Common Stock” means the shares of
common stock of the Company.


 


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


 


2.11         Compensation.  “Compensation” means all fees
payable to such Director during the year, including the retainer for service as
a member of the Board or any committees
thereof and meeting fees. Fees payable
in the form of Common Stock and any expense
reimbursements for attending Board or committee meetings shall not be included
in the definition of Compensation.


 


2.12         Deferral Commitment.  “Deferral Commitment” means an election to
defer Compensation made by a Participant
pursuant to Article III and submitted in a Participation Agreement.


 


2.13         Deferral
Period.  “Deferral
Period” means the period over which a Director has elected to defer his
Compensation. Each calendar year shall be a separate Deferral Period.


 


2.14         Deferred Compensation.  “Deferred Compensation,” means the amount of Compensation that a Participant elects to defer
pursuant to a Deferral Commitment.


 


2.15         Eligible
Director.  “Eligible Director” means any individual who
is a member of the Board and who is not an employee of the Company or any of
its subsidiaries.  An individual shall
become an Eligible Director only upon notification of his eligibility to
participate and the material terms of participation.


 


2.16         Market Value.  “Market Value” means, with respect
to one share of Common Stock on any date, the closing price for Common Stock
listed in the composite tables in the “Wall
Street Journal” for the applicable date.


 


2.17         Participant.  “Participant” means any Eligible
Director who has made an election under Article III
to defer any portion of his or her Compensation for any Plan Year.


 


2

















 


2.18         Participation
Agreement. 
“Participation Agreement” means the Deferral Commitment agreement
submitted by a Participant to the Committee pursuant to Article III.


 


2.19         Plan Year.  “Plan Year” means the calendar
year.


 


2.20         Share Units.  “Share
Units” means a unit of measurement equivalent to one share of Common
Stock, with none of the attendant rights of a holder of such share, including,
without limitation, the right to vote such
share and the right to receive dividends thereon, except to the extent otherwise specifically provided herein.


 


2.21         Separation from Service.  “Separation from Service”
shall have the meaning as set forth in Code section 409A.


 


ARTICLE III


 


DEFERRAL COMMITMENTS


 


3.1           Participation.  An Eligible Director may elect to
participate in this Plan with respect to any Deferral Period by submitting a
Participation Agreement to the Committee, prior to the date established by the Committee, in the calendar year
immediately preceding the Deferral
Period.


 


3.2           Initial Year
of Participation.  In the
event that an Eligible Director first becomes eligible to participate during a calendar year, a
Participation Agreement must be submitted to the Committee no later than
thirty (30) days following the date the Director becomes an Eligible
Director.  Such Participation Agreement shall be effective only with regard to
Compensation earned following the
submission of the Participation Agreement to the Committee.


 


3.3           Elective
Deferrals.  An Eligible Director’s Deferral Commitment may
defer all or part of the Compensation payable
to the Director during the Plan Year.  Once
made, a Deferral Commitment shall be
irrevocable for the Plan Year.


 


3.4           Limitations
on Deferral Commitments.  The following limitations shall apply to
Deferral Commitments:


 


(a)           Minimum.  The minimum
Deferral Commitment shall be two thousand dollars ($2,000) per Deferral
Period.


 


(b)           Maximum.  The maximum
Deferral Commitment shall be one hundred percent (100%) of the
Participant’s Compensation.


 


(c)           Changes in Minimum or Maximum.  The
Committee may amend the Plan to change the minimum or maximum deferral amounts
from time to time by giving 


 


3

















 


written notice to all Participants.
No such change may affect a Deferral Commitment made prior to the Committee’s action.


 


ARTICLE IV


 


DEFERRED
COMPENSATION ACCOUNTS


 


4.1           Accounts.  For record keeping purposes only,
separate accounts shall be maintained on the
Company’s books and records for each Participant to reflect the Participant’s interest
under the Plan.


 


4.2           Deferred Compensation.  The amount of Compensation
deferred by each Participant shall be credited to his or her Account as of the
date the Deferred Compensation would otherwise have been payable.  Any withholding of taxes or other amounts
which is required by state, federal or local
law with respect to Deferred Compensation shall be withheld from the Participant’s non-deferred Compensation
to the maximum extent possible with any excess reducing the amount deferred.


 


4.3           Share Units.  The amounts credited to a Participant’s
Account shall be converted into Share Units. The number of Share Units shall be
determined by dividing the Compensation deferred
by the Market Value of one share of Common Stock on the date as of which the
amount is credited.


 


4.4           Dividends.  On each dividend record date, the
Participant’s Accounts shall be credited with the cash equivalent of any
dividends which the Company would have otherwise paid on Common Stock shares equal to the number of Share Units credited
to the Accounts. Such contributions
shall be converted into additional Share Units based on the valuation method
provided in Section 4.3. In
addition, the stock equivalent of any stock dividends paid on Common Stock shall be credited to the Participant’s
Account on the record date and will be reflected
as additional Share Units. Dividends shall continue to be credited to a
Participant’s Account until the final
payment is made from the Account.


 


4.5           Determination
of Accounts.  The value of each Participant’s Account shall
be determined at the end of each trading day. The value shall be based on the
Market Value for that day times the number
of Share Units credited to the Account.


 


4.6           Vesting of Accounts.  Participants
shall be 100% vested in their Accounts at all  times.


 


4.7           Statement of
Accounts.  The Committee shall submit to each
Participant, within thirty (30) days after the close of each calendar quarter
and at such other time as determined by the
Committee, a statement setting forth the balance of and the credits to the
Accounts maintained for such
Participant.


 


4

















 


4.8           Adjustment
of Share Units.  In the
event of any change in the Common Stock occurring by reason of any stock dividend, recapitalization,
reorganization, merger, consolidation,
split-up, combination or exchange of shares, or any rights offering to purchase
such shares at a price substantially
below fair market value, or any similar change affecting the Common Stock, the number and kind of shares
represented by the Share Units shall be appropriately adjusted consistent with such change in such manner as the
Committee, in its sole discretion,
may deem equitable to prevent substantial dilution or enlargement of the rights
granted to, or available for, the
Participants hereunder.  The Committee
shall give notice to each Participant
of any adjustment made pursuant to this Section and, upon such notice;
such adjustment shall be effective
and binding for all purposes of the Plan.


 


ARTICLE V


 


PLAN BENEFITS


 


5.1           After Separation
from Service.  Upon a Participant’s Separation from Service, the Participant shall become entitled to
receive the payment of the Participant’s
Account.  The value of the Participant’s
Account as of such date shall be payable in whole shares of Common Stock
(and cash to the extent of any fractional shares) in a single payment no later
than sixty (60) days thereafter.  In the
event the Participant is a “specified employee” (as defined under Code section
409A) at the time of such Separation from Service, payment of the Participant’s
Account shall not commence any earlier than six months following the
Participant’s Separation from Service (except in the event of death).  In the event of the Participant’s Separation
from Service because of his or her death, payment will be made to the
Participant’s Beneficiary within sixty (60)
days of Participant’s death.


 


5.2           Change of Control.  Notwithstanding the foregoing, in the event of
the occurrence of a Change of Control, the
value of each Participant’s Account, determined as of the date of the Change of Control, shall be paid to each
Participant in cash in a single payment no later than ten (10) days
following such Change of Control.


 


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


 


5.4           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.


 


5

















 


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 Accounts.  Each Beneficiary
designation shall be in a written 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 Accounts, 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, 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 


 


6

















 


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


 


AMENDMENT AND
TERMINATION OF PLAN


 


8.1           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.


 


8.2           Right to Terminate Plan.  Subject to 8.2(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 Company.


 


(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 


 


7

















 


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 Company 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 IX


 


MISCELLANEOUS


 


9.1           Unfunded
Plan.  A Participant
shall have the status of a general unsecured creditor of the Company with
respect to his or her right to receive any payment under the Plan.  The Plan shall
constitute a mere promise by the Company to make payments in the future of the
benefits provided for herein. It is
intended that the arrangements reflected in this Plan be treated as unfunded
for tax purposes.


 


9.2           Trust Fund.  The
Company may, but shall not be required to, establish a trust to assist it in providing for any of its payment
obligations under the Plan.  If any such
trust is established, all of the assets of the trust shall, at all times
prior to payment to Participants, remain subject
to the claims of the Company’s creditors; and no Participant or Beneficiary
shall have any preferred claim on, or any beneficial ownership interest
in, any assets of the trust. Any trust so
established shall also contain such other terms and provisions as will permit
the trust to be treated as a “grantor
trust” under the Internal Revenue Code of 1986, of which the Company is the grantor.  If any such trust is established, the Company
shall be relieved of its obligation hereunder
to pay any amounts or shares of Common Stock to any Participant or Beneficiary,
to the extent that such amounts or
shares are paid to the Participant or Beneficiary from such trust.


 


9.3           Nonalienability.  The
Committee may recognize the right of an alternate payee named in a domestic relations order to receive all
or a portion of a Participant’s benefit under this Plan, provided that (a) the
domestic relations order would be a “qualified domestic relations order” within the meaning of Code Section 414(p) if
Code Section 414(p) were applicable to this Plan; and (b) the
domestic relations order does not purport to give the alternate payee any right
to assets of the Company or its affiliates.  Except
as set forth in the preceding two sentences with respect to domestic
relations orders, and 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, 


 


8

















 


transfer, assign, pledge, or otherwise encumber any such supplemental
benefit, whether currently or thereafter payable,
shall be void.


 


9.4           Governing
Law.  The provisions
of this Plan shall be construed and interpreted according to the laws of the state of California.


 


9.5           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.


 


9.6           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 Company’s
records.


 


9.7           Successors. The obligations of the Company
under the Plan shall be binding upon any successor corporation or organization
resulting from the merger, consolidation or other reorganization of the Company,
or upon any successor corporation or organization succeeding to substantially
all of the assets and business of the Company.


 


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

  



 


9