**Exhibit 10.3**

 

Confidential TreatmentRequested. Certain portions of this document have been omitted pursuant to arequest for confidential treatment and, where applicable, have been marked withan asterisk to denote where omissions have been made. The confidential materialhas been filed separately with the Securities and Exchange Commission.

 

**AMENDMENTTOMANUFACTURING SERVICES AND SUPPLY AGREEMENT**

 

**THIS AMENDMENT TO MANUFACTURING SERVICES ANDSUPPLY AGREEMENT** (the “**Amendment**”)with an effective date as of the Closing Date is made and entered into by andbetween **ADAPTEC, INC.**, a Delaware corporationhaving a place of business at 691 S, Milpitas Blvd., Milpitas, California95035, on behalf of itself and its Affiliates (collectively, “**ADAPTEC**”), and **SANMINA-SCI CORPORATION**,a Delaware corporation having its principal place of business at 2700 NorthFirst Street, San Jose, California 95134, on behalf of itself and itsAffiliates (collectively “**SANMINA-SCI**”).ADAPTEC and SANMINA-SCI are sometimes individually referred to herein as a “**Party**” and collectively referred to herein as the “**Parties**”. Capitalized terms used in this Amendment that arenot defined below or elsewhere in this Amendment are defined in theManufacturing Services and Supply Agreement or the Asset Purchase Agreementdated December 23, 2005 among the parties and their Singapore subsidiaries (the“Asset Purchase Agreement”) and will have the meaning given to such terms inthe Asset Purchase Agreement or the Manufacturing Services and Supply Agreement,as the case may be.

** **

**RECITALS**

 

A.            TheParties have entered into a Manufacturing Services and Supply Agreement (“*Agreement*”) *with an effective date asof the Closing Date*.

 

B.            TheParties wish to amend the Agreement in accordance with the terms herein contained.

 

NOW, THEREFORE, for good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, the Parties agreeas follows:

 

1.             Section4.5 of the Agreement is hereby deleted in its entirety and replaced with the following:

 

4.5           PaymentTerms. Payment terms for all Products purchased by a party hereunder arenet * days after the date of the Invoice. The Parties acknowledge that theseterms are intended to be “firm” (e.g., that payment is expected to be receivedon the * day after the Invoice date). ADAPTEC shall be *. On any invoices notpaid by the due date, ADAPTEC shall pay interest from due date to the date ofpayment at the rate of 1.5% per month unless such invoice was disputed in goodfaith, in which case the interest rate shall be reduced to 1.0% per month.Unless otherwise stated, all prices are stated in and all payments shall bemade in U.S. Dollars.

 

2.             Exceptas set forth in this Amendment, the Agreement shall remain unchanged.

 

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* Confidential treatmentrequested

 

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**IN WITNESS WHEREOF**, the Partieshereto have caused this Amendment to be executed effective as of the ClosingDate, by their officers, duly authorized.

 
| SANMINA-SCI CORPORATION              | ADAPTEC, INC.         |
|--------------------------------------|-----------------------|
|                                 |                  |
| By:                                  | /s/ Charles C.  Mason |   | By: | /s/ Marshall  Mohr |   |
|                                 | Signature             |   |   | Signature |   |
|                                 |                  |
| Charles C. Mason                     |                  |    Marshall  Mohr |   |
|                                 | Typed Name            |   |   | Typed Name |   |
|                                 |                  |
| Vice President, Business Development |                  |   |   VP  & CFO |   |
|                                 | Title                 |   |   | Title |   |
|                                 |                  |   |   |   |
|                                 |                  |   |   |   |
|                                 | Date                  |   |   | Date |   |

 

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