Exhibit 10.58


 


AGREEMENT AND
MUTUAL RELEASE


 


This Agreement and Mutual
Release (“Agreement”) is made by and between Sanmina-SCI  Corporation, for itself and on behalf of all
its subsidiaries and affiliates hereinafter referred to as the (“Company”) and Randy
W. Furr, hereinafter referred to as (“Executive”).


 


WHEREAS, Executive has been employed by the Company for a period of
time; and


 


WHEREAS, the Company and Executive have mutually agreed to terminate
the employment relationship and to release each other from any claims arising
from or related to the employment relationship,


 


NOW THEREFORE, in
consideration of the mutual promises made herein, the Company and Executive
(collectively referred to as “the Parties”) hereby agree as follows:


 


1.             Termination.
Executive ceased to be, and
resigned as, the President and Chief Operating Officer of the Company effective
as of October 24, 2005.  Executive
resigned from the Board of Directors of the Company, effective as of October 24,
2005.  Executive shall cease to be an
active employee of the Company as of Friday November 4, 2005 (the “Termination Date”). As of the
Termination Date , Executive shall terminate from all other positions held on
that date in any Company legal entity, including subsidiaries and affiliates of
the Company.   At the request of the Company, Executive shall
execute any additional documents reasonably necessary to effectuate his change
of status and these resignations. For a period of thirty-six (36) months
beginning with the effective date of this agreement Executive will be placed on
a leave of absence status and Executive will serve as a consultant to the
Company, such relationship to end on November 4, 2008.  During the time Executive provides services
as a consultant he will continue to receive continuation of pay for services as
a consultant, from the effective date of this agreement to, November 4, 2008.
Consultant services and responsibilities will be as assigned by Jure Sola, Chairman
and Chief Executive Officer of the Company.


 


2.             Continuation Pay
and Related Matters.


 


(a)           The
Company shall provide continuation pay (the “Continuation Pay”) for a period of
thirty-six  36 months, beginning
following the Termination Date an continuing through and until, November 4,
2008 (the “Continuation Pay Period”).  The
aggregate amount of Continuation Pay shall equal two times Executive’s annual
salary as in effect on the Termination Date (or two times $600,000, resulting
in aggregate Continuation Pay of $1,200,000). 
Accordingly, Executive shall
be paid an amount equal to $16,666.66 twice monthly commencing with the first
pay period in November 2005  in
accordance with the Company’s normal pay schedule.  Such payments shall be subject to all
applicable withholdings.  During the Continuation
Pay Period, Executive shall not accrue vacation or be entitled to any other
employment-related benefits other than insurance benefits as set forth in Section 3
hereof.  The Company’s obligation to make
such payments shall not terminate even in


 


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the event that Executive may
become employed full-time by another employer during the Continuation Pay
Period.


 


(b)           On
the Termination Date, the Company will pay to the Executive an amount equal to
any salary and accrued vacation due to Executive as of the Termination Date.  During the period between January 6,
2006 and January 13, 2006, the Company will pay to the Executive the
Executive’s fiscal 2005 management bonus as determined in accordance with the
Company’s fiscal 2005 management bonus program and as approved by the
Compensation Committee of the Company’s Board of Directors on October 24,
2005.  The gross, pre-tax amount of this
bonus is $456,000.00.  Executive hereby
acknowledges and represents that, upon such payment, the Company will have paid
all salary, wages, bonuses, accrued vacation, commissions and any and all other
compensation due to Employee, other than Executive’s final expense
reimbursement request (which shall be submitted with appropriate supporting
documentation in accordance with Company policy) and the Continuation Pay set
forth in Section 2(a) above; provided, however that Continuation Pay
and the 2005 Bonus will be subject to the provisions of Section 15 hereof.


 


(c)           Executive
agrees that upon entering into this Agreement, he will forfeit any rights he
may have with respect to a restricted stock award of 500,000 shares of Company
Common Stock awarded pursuant to a Restricted Stock Agreement dated           ,
2003.  Executive agrees and acknowledges
that such forfeitures represent a portion of the consideration for the Company’s
agreement to provide Continuation Pay pursuant to this Agreement.


 


(d)           Executive
agrees and acknowledges that the Company will cease making contributions to the
whole life insurance policy effective as of the Termination Date.  The Company will, if requested by the
Executive, assign such whole life insurance policy to Executive, including any
cash surrender value or other accumulated value with respect thereto.  From and after the Termination Date,
Executive will be responsible for all obligations with respect to or related to
such whole life insurance policy, including premium payments and any tax
consequences arising from such assignment.


 


3.             Benefits.  During the Continuation Pay Period, the
Company will continue the medical, dental, term life and vision insurance
benefits provided to Executive and his dependents as of the Termination Date on
substantially the same terms and conditions as in effect on the Termination
Date; provided that (i) in the event the Executive commences full-time employment
with another employer the Company’s obligations to continue benefits shall
cease at such time as Executive commences such employment and benefits under
his new employer’s benefit plans become available and (ii) in the event
the terms and conditions of the Company’s insurance programs for executive
officers are modified or amended during the Continuation Pay Period, such
modifications and amendments shall be binding upon Executive.  Executive is eligible to participate in the Company’s
401(k) program during the Continuation Pay Period, provided that the Company
shall not be obligated to make any Company 
matching contributions to Executive. 
Participation in the Company’s Employee Stock Purchase Plan will cease
as of the Termination Date.  Vacation


 


 


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accrual will
cease as of the Termination Date.    After the Termination Date Executive shall not be entitled to vacation pay nor
be eligible for and shall not participate in any of the Company’s bonus plans,
or any other Company benefit plans except as indicated in this Section 3.


 


4.             Vesting of Stock.  The Parties agree that for purposes of
determining the number of shares of the Company’s Common Stock which Executive is
entitled to purchase from the Company pursuant to Executive’s stock option
grants, Executive will be entitled to continue vesting of stock until the
Termination Date.  Executive will be able
to exercise vested, unexpired stock options through the Continuation Pay
Period, provided that Executive abides by all of his obligations under this
Agreement.  The exercise of any stock
options shall continue to be subject to the existing terms and conditions of
the Company’s Stock Option Plans and the applicable Stock Option Agreement
between Executive and the Company.  For
purposes of Incentive Stock Options, a leave of absence may not exceed ninety
days, unless reemployment upon expiration of such leave is guaranteed by
statute or contract.  As reemployment is
not contemplated hereby, on the 91st day of such leave any Incentive Stock
Option held by the Executive shall cease to be treated as an Incentive Stock
Option and shall be treated for tax purposes as a Nonstatutory Stock
Option.  Upon exercise of a Nonstatutory
Stock Option, the Company is required to withhold all applicable payroll taxes,
and Executive hereby consents to such withholding.


 


5.             Employer
Property/Non Disclosure of Confidential Business Information. Executive
shall continue to maintain the confidentiality of all confidential and
proprietary information of the Company and shall continue to comply with the
terms and conditions of the Confidentiality Agreement between Executive and the
Company. Executive shall immediately return all the Company property, and
confidential and proprietary information that is in his possession.


 


(a)   Definitions.  “Confidential Business Information”
includes all information used in or related to the Company’s business that is
not made available by the Company to the general public, including but not
limited to all confidential and proprietary business information and
information that qualifies as a “trade secret” under California law.
Confidential Business Information includes, but is not limited to, information
related to the following:


 


	
   

  	
  i.

  	
   

  	
  internal financial information of any kind;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ii.

  	
   

  	
  the Company’s products, product promotion, quality
  control, marketing and sales;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  iii.

  	
   

  	
  the Company’s manufacturing methods, techniques, procedures and programs;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  iv.

  	
   

  	
  computer software and technology developed,
  designed or specially modified for the Company’s business;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  v.

  	
   

  	
  the Company’s setting, listing and coding of product prices,
  including the methods used to determine or set prices, and the credit,
  discounts, rebates, concessions and payment terms offered by the Company;

  



 


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  vi.

  	
   

  	
  the Company’s customers, vendors, distributors, suppliers and
  contractors;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  vii.

  	
   

  	
  the Company’s bids or proposals to customers, including information
  related to the development or evaluation of such bids or proposals;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  viii.

  	
   

  	
  any information received by the Company from existing or prospective
  suppliers, customers or contractors, unless the information has been made
  public or the disclosure of the information has been authorized by the Senior
  Vice President of Legal and Human Resources.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ix.

  	
   

  	
  any other information that gives the Company the
  opportunity to obtain a business advantage over competitors; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x.

  	
   

  	
  the terms of this Agreement, including but not
  limited to the amount of consideration to be paid under this Agreement.

  



 


Confidential Business
Information includes verbal information, information contained in a Document,
and information that Executive may
have committed to memory, even though he has returned to the  Company all Documents containing such
information. Document includes anything that may be used to record, convey or
store information, including but not limited to:  writings, drawings, blueprints, graphs,
charts, computer printouts, computer disks, CD-ROMs, information contained in
any computer memory storage, tape recordings, and any other data compilations
from which information can be obtained or translated, if necessary, into
reasonably usable form.  Confidential
Business Information does not include information that is available to someone
generally knowledgeable in the industry.


 


	
   

  	
  (a)

  	
   

  	
  Receipt of Confidential Business
  Information and Documents. During the
  course of employment with the Company, Executive acknowledges that he
  received, developed, became exposed to, or otherwise acquired Confidential
  Business Information. Whether prepared or compiled by the Company, or by any
  other person on the Company’s behalf, Executive agrees that Confidential Business Information is the sole
  and exclusive property of the Company.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Return of Employer’s Property. Executive shall not
  possess, use or copy any documents without authorization from the Company.
  Executive shall exert best efforts, in good faith, to prevent any
  unauthorized, unnecessary or inappropriate disclosure or use of Documents or
  the information contained in such Documents. Prior to the termination date,
  Executive will return (i) all property in Executive’s possession or under Executive’s control belonging to the Company,
  including but not limited to any credit cards, keys, business equipment and
  supplies, and (ii) all Documents in Executive’s possession or under Executive’s control, regardless whether
  the Documents contain Confidential Business Information.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
   

  	
  Non-Disclosure. Executive agrees that any
  unauthorized, unnecessary or inappropriate disclosure or use of Confidential
  Business Information would

  



 


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  threaten or compromise the Company’s
  business and the Company’s competitive advantage in retaining and procuring
  business.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
   

  	
  Executive shall not in any matter solicit
  or entice, or assist any person or entity in soliciting or enticing, any
  person to disclose or use Confidential Business Information for his or her
  own benefit or for the benefit of any other person, firm or entity.

  



 


6.             Disparagement. Executive agrees not make
any disparaging, negative or untrue statements about the Company, including
without limitation statements about the Company, it’s products, business
affairs or employees. The Company agrees not to disparage Executive.


 


7.             Payment
of Salary. Executive acknowledges and represents that the Company has paid
all salary, and wages, and any and all other benefits due to Executive as of
the Effective Date of this Agreement, except as specified in Sections 2 and 3,
above.


 


8.             Release
of Claims. Executive agrees that in consideration for the Continuation Pay
and health benefits continuation described above as well as the Company’s other
covenants and agreements set forth herein, he shall waive and release any and
all claims, causes of action, debts or actions against the Company and the
releasees described below. Executive and the Company, on behalf of themselves,
and their respective heirs, family members, executors, officers, directors,
investors, shareholders, administrators, affiliates, divisions, subsidiaries,
predecessor and successor corporations, and assigns, hereby fully and forever
release each other and their respective heirs, family members, executors,
officers, directors, investors, shareholders, administrators, affiliates,
divisions, subsidiaries, predecessor and successor corporations, and assigns,
from, and agree not to sue concerning, any claim, duty, obligation or cause of
action relating to any matters of any kind, whether presently known or unknown,
suspected or unsuspected, that any of them may possess arising from any
omissions, acts or facts that have occurred up until and including the
Effective Date of this Agreement, including but not limited to:


 


	
   

  	
  (a)

  	
   

  	
  any and all
  claims relating to or arising from Executive’s employment relationship with
  the Company and the termination of that relationship;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  any and all claims
  relating to, or arising from, Executive’s right to purchase, or actual
  purchase of shares of stock of the Company, including, without limitation,
  any claims for fraud, misrepresentation, breach of fiduciary duty, breach of
  duty under applicable state corporate law, and securities fraud under any
  state or federal law;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
   

  	
  any and all
  claims for wrongful discharge of employment; termination in violation of
  public policy; discrimination; breach of contract, both express and implied;
  breach of a covenant of good faith and fair dealing, both express and
  implied; promissory estoppel; negligent or intentional infliction of
  emotional distress; negligent or intentional misrepresentation; negligent or
  intentional interference with contract or prospective economic advantage;
  unfair business practices;

  



 


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  defamation;
  libel; slander; negligence; personal injury; assault; battery; invasion of
  privacy; false imprisonment; and conversion;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
   

  	
  any and all
  claims for violation of any federal, state or municipal statute, including,
  but not limited to, Title VII of the Civil Rights Act of 1964, the Civil
  Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the
  Americans with Disabilities Act of 1990, the Fair Labor Standards Act (as
  amended), the Employee Retirement Income Security Act of 1974, The Worker
  Adjustment and Retraining Notification Act, Older Workers Benefit Protection
  Act; the California Fair Employment and Housing Act, California Labor Code
  section 201, et seq.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
   

  	
  any and all
  claims for violation of the federal, or any state, constitution;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (f)

  	
   

  	
  any and all
  claims arising out of any other laws and regulations relating to employment
  or employment discrimination; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (g)

  	
   

  	
  any and all
  claims for attorneys’ fees and costs.

  



 


The Company and Executive
agree that the release set forth in this section shall be and remain in
effect in all respects as a complete general release as to the matters
released.  This release does not extend
to any obligations incurred under this Agreement.


 


9.             Acknowledgment of Waiver of Claims under ADEA. Executive
acknowledges that he is waiving and releasing any rights he may have under the
Age Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver and
release is knowing and voluntary. Executive acknowledges that the consideration
given for this waiver and release is in addition to anything of value to which Executive
was already entitled. Executive further acknowledges that he has been advised
by this writing that (a) he should consult with an attorney prior
to executing this Agreement; (b) he has twenty-one (21) days within which
to consider this Agreement from the date Executive received the agreement; (c) he
has seven (7) days following the execution of this Agreement by the
parties to revoke the Agreement; (d) in the event Executive wishes to
revoke the Agreement, he must submit such revocation in writing and deliver to
Carmine Renzulli, Senior Vice President, Legal and Human Resources within seven
(7) days following his signing of the Agreement; and (e) this
Agreement shall not be effective until the revocation period has expired.


 


10.           Civil Code Section 1542.  The Parties represent that they are not aware of any claim by either of
them other than the claims that are released by this Agreement. Executive and
the Company acknowledge that California Civil Code
Section 1542 provides as follows:


 


A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME
OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED
HIS SETTLEMENT WITH THE DEBTOR.


 


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Executive and the Company, being aware of said code section, agree to
expressly waive any rights they may have thereunder, as well as under any other
statute or common law principles of similar effect.


 


11.           No Pending or
Future Lawsuits. Executive represents that he has no lawsuits, claims, or
actions pending in his name, or on behalf of any other person or entity,
against the Company or any other person or entity referred to herein. Executive also represents that he does not
intend to bring any claims on his own behalf or on behalf of any other person
or entity against the Company or any other person or entity referred to herein.


 


12.  Application for Employment.  Employee understands and agrees that, as a
condition of this Agreement, he shall not be entitled to any employment with
the Company, its subsidiaries, or any successor, and he hereby waives any
right, or alleged right, of employment or re-employment with the Company, its
subsidiaries or related companies, or any successor.


 


13.  Solicitation.   During the Continuation Pay Period, Executive
agrees that he will not, directly or indirectly, or by action in concert with
others, influence, induce or seek to influence or induce any person who is
engaged as an agent or independent contractor with the Company or who is
otherwise employed by the Company to terminate his or her relationship with the
Company without the consent of Company’s Senior Vice President, Legal &
Human Resources.


 


14.           Restriction
on Activities During Continuation Pay Period.  During the Continuation Pay Period, Executive
covenants and agrees that he shall not in any county, state, country or other
jurisdiction in which Company or any Company Group Member (as defined below)
currently does business:


 


(a)           directly or indirectly, alone or
with others, engage in any Restricted Business (as defined below) or engage in
the business of providing significant services in or to a Restricted Business;


 


(b)           be or become an officer, director,
stockholder, owner, salesperson, affiliate, co-owner, partner, member, trustee,
promoter, founder, technician, engineer, analyst, employee, agent,
representative, distributor, re-seller, sublicensor, supplier, investor or
lender, consultant or contractor, advisor or manager of or to, or otherwise
acquire or hold any interest in, any corporation, partnership, proprietorship,
LLC or other business or legal entity that engages in a Restricted Business;


 


(c)           permit Stockholder’s name to be
used in connection with a business that is a Restricted Business; or


 


(d)           directly or indirectly, alone or
with others, interfere with any business of any Company Group Member;


 


provided, however, that nothing in
this Section 1.1 shall prevent Stockholder from owning as a passive
investment less than 1% of the outstanding shares of the capital stock of a
publicly held corporation if Executive is not otherwise associated, directly or
indirectly, with such corporation or any affiliate of such corporation.  For purposes of this Agreement, “Restricted Business”
means (i)


 


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the provision of
electronics manufacturing services or (ii) the manufacture, sale,
marketing or distribution of memory modules, enclosure systems, printed circuit
boards or other electronics components manufactured by the Company or any
Company Group Member as of the Termination Date or (iii) the engaging in
any other business in which the Company or any Company Group Member were
engaged as of the Termination Date.  A “Company Group Member”
means Company, any affiliate, parent or subsidiary of, or predecessor or
successor corporation to, Company.


 


15.  Breach of Agreement.
If Executive breaches this Agreement, including taking any legal action to
terminate or otherwise avoid this Agreement, the Company may discontinue any
payments due under this Agreement and Executive shall repay any payments of
Continuation Pay and payments of his 2005 Bonus that he has already received
pursuant to this Agreement or otherwise. 
In such event, the Company shall also have the right to cancel Executive’s
unexercised stock options.    In addition,
the Company may take any legal or equitable action the Company deems necessary
to enforce the Company’s rights under this Agreement. If Executive breaches this
Agreement, Executive shall also
pay the costs, including reasonable attorneys’ fees incurred by the
Company to remedy the breach of this Agreement.


 


16.  No
Admission of Liability.  The Parties understand and
acknowledge that this Agreement constitutes a compromise and settlement of
disputed claims.  No action taken by
the   Parties hereto, or either of them,
either previously or in connection with this Agreement shall be deemed or
construed to be (a) an admission of the truth or falsity of any claims
heretofore made or (b) an acknowledgment or admission by either party of
any fault or liability whatsoever to the other party or to any third party.


 


17.  Final and Binding Arbitration.  The Parties agree that any and all disputes
arising out of, or relating to, the terms of this Agreement, their
interpretation, and any of the matters herein released, shall be subject to
binding arbitration in Santa Clara County before the American Arbitration
Association under its National Rules for the Resolution of Employment
Disputes.  The Parties agree that the
prevailing party in any arbitration shall be entitled to injunctive relief in
any court of competent jurisdiction to enforce the arbitration award.  The Parties agree that the prevailing party
in any arbitration shall be awarded its reasonable attorneys’ fees and
costs.  The Parties hereby agree to waive their right to have any dispute between
them resolved in a court of law by a judge or jury.  This section will not prevent either
party from seeking injunctive relief (or any other provisional remedy)
from any court having jurisdiction over the Parties and the subject matter of
their dispute relating to Executive’s or the Company’s obligations under this
Agreement and the agreements incorporated herein by reference.


 


18.  Authority.  The Company represents and warrants that the
undersigned has the authority to act on behalf of the Company and to bind the
Company and all who may claim through it to the terms and conditions of this
Agreement. The Executive represents and warrants that he has the capacity to
act on his own behalf and on behalf of all who might claim through him to bind
them to the terms and conditions of this Agreement.  Each Party warrants and represents that there
are no liens or claims of lien or assignments in law or equity or otherwise
against any of the claims or causes of action released herein.


 


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19.  No Representations.  Each party represents that it has had the
opportunity to consult with an attorney, and has carefully read and understands
the scope and effect of the provisions of this Agreement.  Neither party has relied upon any
representations or statements made by the other party hereto which are not
specifically set forth in this Agreement.


 


20.  Assignment. Executive’s
rights and obligations under this Agreement shall not be assignable by Executive.  The Company’s rights and obligations under
this Agreement shall be assignable by the Company in the event of a sale of all
or substantially all of the Company’s assets or in the event of a merger or
other business combination transaction involving the Company as set forth in Section 21.


 


21.  Successors.  This Agreement shall be binding upon and
inure to the benefit of, and shall be enforceable by, Executive and the
Company, their respective heirs, executors, administrators and assigns.  In the event of Executive’s death during the
Continuation Pay Period, the Company shall make payments of Continuation Pay to
Executive’s estate, beneficiary or beneficiaries for the remainder of the
Continuation Pay Period and Executive’s estate, beneficiary or beneficiaries
shall also have the right to exercise Executive’s vested, unexpired stock
options during the remainder of the Continuation Pay Period.  In the event the Company is merged,
consolidated, liquidated by a parent corporation, or otherwise combined into
one or more corporations, the provisions of this Agreement shall be binding
upon and inure to the benefit of the parent corporation or the corporation
resulting from such merger or to which the assets shall be sold or transferred,
which corporation from and after the date of such merger, consolidation, sale
or transfer shall be deemed to be the Company for purposes of this Agreement.


 


22.  Headings.  The headings of sections herein are included
solely for convenience of reference and shall not control the meaning or
interpretation of any of the provisions of this Agreement.


 


23.  Severability.  In the event that any provision hereof  becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable or void, this Agreement shall
continue in full force and effect without said provision.


 


24.  Entire Agreement.  This Agreement represents the entire
agreement and understanding between the Company and the Executive concerning Executive’s separation from the Company, and supersedes and replaces any
and all prior agreements; and understandings concerning Executive’s
relationship with the Company and his compensation by the Company, but
excluding the Confidentiality Agreement referred to in Section 5 hereof
(which for the removal of doubt shall not be superseded by this Agreement)


 


25.  No Oral Modification.  This Agreement may only be amended in writing
signed by Executive and the
Company’s Senior Vice President, Legal and 
Human Resources.


 


26.  Effective Date.  This Agreement is effective eight (8) days
after it has been signed by both Parties.


 


27.  Counterparts.  This Agreement may be executed in
counterparts, and each counterpart shall have the same force and effect as an
original and shall constitute an effective, binding agreement on the part of
each of the undersigned.


 


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28.  Voluntary Execution of
Agreement.  This Agreement is
executed voluntarily and without any duress or undue influence on the part or
behalf of the Parties hereto, with the full intent of releasing all
claims.  The Parties acknowledge that:


 


(a)           They have read this Agreement;


 


(b)           They have been represented in the preparation,
negotiation, and execution of this Agreement by legal counsel of their own
choice or that they have voluntarily declined to seek such counsel;


 


(c)           They understand the terms and consequences of this
Agreement and of the releases it contains;


 


(d)           They are fully aware of the legal and binding effect of
this Agreement.


 


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IN WITNESS WHEREOF, the Parties have executed this Agreement on the
respective dates set forth below.


 


 


SANMINA-SCI CORPORATION


 


 


	
  Dated: 11/8/05

  	
  By

  	
  /s/ Carmine R.
  Renzulli

  	
   

  
	
   

  	
   

  	
  Carmine R.
  Renzulli

  	
   

  
	
   

  	
   

  	
  Senior Vice
  President,

  	
   

  
	
   

  	
   

  	
  Legal &
  Human Resources

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated: 11/08/05

  	
  /s/ Randy W.
  Furr

  	
   

  
	
   

  	
  Randy W. Furr

  	
   

  



 


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