ex10-46.htm


    


      EXHIBIT
10.46

      


      September
4, 2009

      


      Bob
Eulau

      21415
Continental Circle

      Saratoga,
CA  95070

      


      Dear
Bob,

      


          On behalf of
Sanmina-SCI Corporation, I am pleased to offer you the position of Executive
Vice President and Chief Financial Officer, reporting to Jure Sola, Chairman
& CEO.  In this position, you will be classified as an exempt
employee, and you will receive a base salary of $400,000.00
annually.  You will be paid bi-weekly in accordance with the Company’s
payroll practices.

      


          You will also
be eligible for a bonus payment in fiscal 2010.  Your target bonus
payout will be 80% of your base salary once a full fiscal year of employment has
been completed.  This plan will be designed by the CEO and approved by
the Company’s Board of Directors by the end of November, 2009.  Once
the plan has been designed, the target bonus percentage may be higher than
80%.  You will also receive a guaranteed bonus of $200,000 once a full
fiscal year of employment has been completed.  In accordance with the
Company’s bonus plan, bonuses will be paid on or before December
15th.  This bonus payment will be made in accordance with the
Company’s normal pay practices for bonuses.

      


          We are
currently working on the change of control agreement.  Effective
ninety (90) days after the start of your employment, you will receive an
equivalent change of control agreement as your peers, which is two (2) times
your base salary plus target bonus.

      


          As a regular
full time employee, you will be eligible to participate in the medical, life,
and dental coverages within the terms of the Company’s insurance plans in effect
during your employment.  Enclosed is the 2009 Summary of Benefit
Options which describes the Benefit Plan in greater detail. You should be aware
that the terms of such insurance programs may be modified from time to time
during the course of employment with the Company.

      


          In addition,
Sanmina-SCI offers a number of company sponsored benefits, including a
retirement Deferred Savings Plan (401K), which you will be eligible to
participate in, after completing one month, of regular full-time employment,
subject to Plan guidelines.

      


          You will also
receive a stock option grant of one hundred seventy five thousand (175,000)
shares.  Your stock option grant date will be the fifteenth (15th) of
the month, following the month of your date of hire, provided formal approval by
a Designated Approver is obtained prior to the fifteenth (15th)
calendar day of the month.  One quarter of the shares subject to your stock
option will be exercisable upon the first anniversary of the date of grant, and
thereafter the remaining shares will become exercisable in equal installments of
l/36 per month for a total vesting period of 4 years. Your stock option grant is
subject to approval by the Company's Board of Directors. The terms of your stock
option will be set forth in a definitive stock option agreement between you and
the Company.

       

          In addition,
you will receive fifty thousand (50,000) shares of restricted stock (RSUs) to
fully vest at the end of three (3) years. This vesting period will be reduced to
two (2) years as per below if the 14 trading day average closing price of the
company’s common stock (the “average closing price”) reaches
certain  performance hurdles:

      


      
        	
                v  

              	
                25,000
      shares will be released if the average closing price equals or exceeds
      $20.00 per share

              


      

      


      
        	
                v  

              	
                An
      additional 25,000 shares will be released if the average closing price
      equals or exceeds $30.00 per share

              


      

      


          The terms of
your RSUs will be set forth in a definitive stock agreement between you and the
Company.

      


          Your
employment pursuant to this offer is contingent on your executing and agreeing
to be bound by the terms and conditions of the Company’s standard Employee
Propriety Information and Inventions Agreement, a copy of which is
attached.  Employment with Sanmina-SCI is also contingent upon you
providing the Company with the legally required proof of authorization to work
in the United States.

      


          You
understand and acknowledge that employment with the Company is for an
unspecified duration and constitutes “at-will” employment.  You
acknowledge that this employment relationship may be terminated at any time,
with or without cause or for any or no cause, at the option of either you or the
Company, with or without notice.

      


          I sincerely
hope that you will accept our offer of employment and we look forward to working
with you.  I would like you to begin your employment with Sanmina-SCI
on Monday, September 14, 2009.

      


          This offer is
valid until 5:00pm (PDT) September 4, 2009.  Please acknowledge your
receipt and acceptance of our offer before this date by signing and returning a
complete copy to my attention.  Please keep one copy of the offer
letter for your records.  We look forward to your joining the
Sanmina-SCI team.

      


      Sincerely,



      
        
          	
                  /s/
      Jure Sola

                	 
      	 
      
	
                  Jure
      Sola

                	 
      	 
      
	
                  Chairman
      & CEO

                	 
      	 
      


        


        Enclosures

      

      


      Agreed
to and accepted this 4th day of September, 2009.

      


      
        	
                /s/
      Robert K. Eulau

              	 
      	
                September
      14, 2009

              
	
                Bob
      Eulau

              	 
      	
                Start
      Date