Exhibit
4.9  EXECUTIVE
EMPLOYMENT AGREEMENT  MEMORANDUM OF AGREEMENT amended and restated as of
the 26 day of July, 2006.  BETWEEN  CELESTICA INC.,
  a corporation incorporated under the laws of the Province of Ontario (hereinafter
  called the Corporation),OF THE FIRST PART,- and -CELESTICA INTERNATIONAL INC., a
  corporation incorporated under the laws of the Province of Ontario,
  (hereinafter included as the Corporation),OF THE SECOND PART,- and -ANTHONY P. PUPPI,of Woodbridge, Ontario (hereinafter called the Executive),OF THE THIRD PART.  WHEREAS the Executive is Chief Financial Officer of the Corporation,
and the Corporation wishes to continue to retain the services of the Executive
to provide the services hereinafter described and the Executive wishes to
continue to provide the Executives services to the Corporation as hereinafter
set forth;  AND WHEREAS the Corporation considers the establishment and maintenance
of a sound and vital management to be essential to protecting and enhancing the
best interests of the Corporation and its shareholders;  AND WHEREAS the Executive is a key management executive of the
Corporation and is considered by the Corporation and the Board of Directors to
be a valued employee of the Corporation who has acquired outstanding and
special skills and abilities and an extensive background in and knowledge of
the Corporations business and industry in which it operates;  AND WHEREAS the Executive and the Corporation have previously entered
into an Employment Agreement dated as of October 22, 1996;


AND WHEREAS it is now deemed advisable by the parties to cancel,
terminate and replace in its entirety such Employment Agreement as provided for
herein;  AND WHEREAS the Corporation recognizes the valuable services that the
Executive has provided and is continuing to provide to the Corporation and
believes that it is reasonable and fair to the Corporation that the Executive
receive fair treatment upon any termination of the Executives employment, in
the event of a Change in Control (as hereinafter defined) and upon any
termination of the Executives employment during the Change in Control Period
(as hereinafter defined);  AND WHEREAS the Executive also acknowledges that the Executives position
has given and will give the Executive access to confidential information of
substantial importance to the Corporation, its subsidiaries and their
businesses and that the compensation set out in this Agreement is, in part, in
consideration for the covenants set out in Section 13;  AND WHEREAS the Corporation and the Executive acknowledge that the
compensation and benefits payable hereunder are reasonable having regard to all
of the circumstances of the Executives employment with the Corporation and having
regard to executives in similar circumstances in large global companies;  AND WHEREAS the Board (as hereinafter defined) has determined that it
would be in the best interests of the Corporation to induce the Executive to
continue in the employ of the Corporation by indicating, among other things,
that in the event of a Change in Control, the Executive would have certain
automatic and guaranteed rights;  NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual covenants and agreements herein contained and for other good and
valuable consideration, the parties agree as follows:  1.Interpretation  In this Agreement, unless the context otherwise requires or unless
otherwise indicated, the following terms shall have the following meanings,
respectively:  (a)Annual Base Salary shall
have the meaning set out in section 4(a) of this Agreement;  (b)Board means the Board of
Directors of Celestica Inc.;  (c)Cause means the occurrence
of any of the following:  (i)wilful and continued failure by the Executive to substantially perform
the Executives duties (other than any such failure resulting from the
Executives incapacity due to physical or mental illness or the Executive
becoming Permanently Disabled) after a demand for substantial performance is
delivered in writing to the Executive from the Chief Executive Officer of the
Corporation or the person performing the  2


functions of the chief executive officer,
which specifically identifies the manner in which the Executive has not
substantially performed the Executives duties and specifically identifies the
manner in which such failure might be corrected, granting the Executive a
period of thirty (30) days in which to effect such correction;  (ii)
  wilful engaging by the Executive in gross
  misconduct which is demonstrably and materially injurious to the Corporation,
  monetarily or reputationally;(iii)
  the conviction of the Executive of a
  criminal offence involving dishonesty, fraud or other moral turpitude;(iv)
  the receipt by or on behalf of the
  Executive or any member of the Executives immediate family (other than in
  his or her capacity as a shareholder of the Corporation) of any personal
  profit arising out of or in connection with a transaction to which the
  Corporation is a party without making disclosure to and obtaining the prior
  written consent of the Corporation;(v)
  the failure by the Executive to honor the
  Executives fiduciary duties to the Corporation; or,(vi)
  the failure by the Executive to follow
  the direct written instructions of the Chief Executive Officer, provided that
  such instructions are not contrary to applicable law or generally accepted
  moral standards of business conduct,  provided that for purpose of
subparagraphs (i) and (ii) of this definition, no act or failure to
act by the Executive shall be considered wilful unless done or omitted to be
done by the Executive in bad faith and without reasonable belief that the
Executives action or omission was in the best interests of the Corporation;  (d)Change in Control means the
occurrence of any of the following after the date hereof:  (i)
  the acquisition by any person or entity
  of beneficial ownership of securities of the Corporation which, directly or
  following conversion or exercise thereof, would entitle the holder thereof to
  cast more than 50% of the votes attaching to all securities of the
  Corporation which may be cast to elect directors of the Corporation, other
  than the additional acquisition of securities by a person or entity
  beneficially owning such number of securities on the date hereof; or(ii)
  the consummation of an amalgamation,
  arrangement, merger or other consolidation of the Corporation with another
  corporation or a sale of all  3


or substantially all of the assets of the
Corporation to another corporation pursuant to which, and such that, all the
persons who, immediately prior to such consummation, beneficially owned all of
the securities of the Corporation which could be cast to elect directors of the
Corporation, immediately thereafter do not beneficially own securities of the
successor or continuing corporation or corporation acquiring the assets which
would entitle such persons, directly or following conversion or exercise
thereof, to cast more than 50% of the votes attaching to all securities of such
corporation which may be cast to elect directors of that corporation (other
than any such amalgamation, arrangement, merger or combination or sale of all
or substantially all of the assets which is proposed or initiated, directly or
indirectly, by the Executive (other than solely in the Executives capacity as
an executive or member of the Board acting in the best interests of the Corporation)
or any corporation controlled by the Executive); or  (iii)    Incumbent Directors ceasing to constitute a
majority of the Board as a consequence of the solicitation of proxies through a
proxy circular by persons other than management;  (e)Change in Control Period means the Potential Change
in Control Period and the three year period after a Change in Control;  (f)Corporation shall have the meaning first set forth
above;  (g)CSUP means, as applicable in the circumstances, the
Celestica Share Unit Plan made as of December 9, 2004 and as amended from
time to time and any other plan providing for equity or equity-based incentives
or compensation other than the ESPO Plan or the LTIP;  (h)CSUP Rights shall mean the Executives entitlements
and rights under and determined in accordance with CSUP or failing such
provisions, in accordance with the terms in respect of the change in control or
termination set out in the Board resolution authorizing the grant of such
incentive or compensation, or such other, more favourable terms, that the
Board, acting in its discretion, may determine;  (i)Date of Grant shall have the meaning given to such
term in the LTIP;  (j)Date of Termination means the date of termination of
the employment of the Executive by the Corporation or the date on which the
Executive provides notice to the Corporation of the termination of the
Executives employment for Good Reason or Good Reason upon Change in Control
and for greater certainty, any such date of termination shall be considered to
be the last date on which the Executive is actively at work and shall not be
considered to extend to a later date by virtue of any statutory, contractual or
common law notice period;  4


(k)Employment Period shall have the meaning set out in
section 11(b) of this Agreement;  (l)ESPO Plan means, as applicable in the circumstances,
the Corporations Employee Share Purchase and Option Plan made as of March 24,
1997, as amended and restated on November 8, 2000, and as may be further
amended from time to time, or the Corporations Canadian Employee Share
Purchase and Option Plan made as of March 23, 1998, as amended and
restated on November 8, 2000, and as may be further amended from time to
time;  (m)ESPO Option means an option to purchase shares in
the capital of the Corporation granted under an ESPO Plan, which options have
all vested as of the date of this Agreement;  (n)Executive shall have the meaning first set forth
above;  (o)Good Reason for the voluntary termination by the
Executive of the Executives employment shall mean the occurrence (without the
Executives express written consent) of any one of the following acts by the
Corporation, or failure by the Corporation to act, unless, in the case of any
act or failure to act described in subsection (i), (v), (vi) or (viii) below,
such act or failure to act is corrected prior to the Date of Termination:  (i)the assignment to the Executive of any duties
inconsistent in any material adverse respect with the Executives position,
authority, duties or responsibilities as they exist immediately prior to the
time of such assignment or the diminution or adverse alteration in any material
adverse respect of such position, authority, duties or responsibilities,
excluding for this purpose, any lateral transfer of the Executive and
excluding, for this purpose, an isolated, insubstantial and inadvertent action
not taken in bad faith and which is remedied by the Corporation promptly after
receipt of notice thereof given by Executive;  (ii)any reduction in the Executives rate of Annual Base
Salary, or any reduction in the Executives total cash and stock compensation
opportunities, including Annual Base Salary and incentives, for any fiscal year
to less than 100% of the total cash and stock compensation opportunities made
available to the Executive immediately prior to the time of such reduction,
except as determined by the Board in good faith and consistent with past
practice and current market conditions or failure by the Corporation to provide
the Executive with total cash and stock compensation opportunities in
accordance with any agreement between the Executive and the Corporation (for
this purpose, such opportunities shall be deemed reduced if the objective
standards by which the Executives incentive compensation measured becomes more
stringent, the target or maximum amounts of such incentive compensation are  5


reduced, or the amount of such incentive
compensation is reduced on a discretionary basis from the amount that would be
payable solely by reference to the objectives, as determined by the Board in
good faith and consistent with past practice and current market conditions);  (iii)the relocation of the Executives principal place of
employment to a location more than 100 kilometres outside the City of Toronto
except for required travel on the Corporations business to an extent
substantially consistent with the Executives present business travel
obligations;  (iv)the failure by the Corporation to pay to the Executive
any portion of the Executives current compensation within seven days of the
date such compensation is due;  (v)the failure by the Corporation to continue to effect
any compensation plan in which the Executive participates immediately prior to
the time of such failure which is material to the Executives total
compensation, unless an equitable arrangement (embodied in an ongoing
substitute or alternative plan) has been made with respect to such plan, or the
failure by the Corporation to continue the Executives participation therein
(or in such substitute or alternative plan) on a basis not materially less
favourable, both in terms of the amount or timing of payment of benefits
provided and the level of the Executives participation relative to other
participants, as existed immediately prior to the time of such failure;  (vi)save and except where the Corporation implements a
change to the benefits referred to in this paragraph that applies to all of the
Corporations employees in receipt of the benefit, the failure by the
Corporation to continue to provide the Executive with benefits substantially
similar to those enjoyed by the Executive under any of the Corporations pension,
life insurance, medical, dental, health and accident or disability plans,
programs or arrangements in which the Executive is participating immediately
prior to the time of such failure or the taking of any other action by the
Corporation which would directly or indirectly materially reduce any of such
benefits or deprive the Executive of any material fringe benefit enjoyed by the
Executive immediately prior to the time of the taking of such action, or the
failure by the Corporation to continue to provide the Executive with the number
of paid vacation days to which the Executive is entitled on the basis of years
of service with the Corporation in accordance with the Corporations normal
vacation policy in effect immediately prior to the time of such failure;  (vii)the failure by the Corporation to obtain the assumption of the
agreement to perform this Agreement by any successor as contemplated in Section 26
hereof; or,  6


(viii)any other purported termination by the Corporation of
the Executives employment other than for Cause.  (p)Good Reason Upon A Change in Control for the
voluntary termination by the Executive of the Executives employment shall
mean:  (i)the occurrence of any of the acts or failure to act of
the Corporation set out in Section 1(m)(i) through (viii) inclusive,
unless, in the case of any act or failure to act described in Section 1(m)(i),
m(v), m(vi) or m(viii), such act or failure to act is corrected prior to
the Date of Termination, where such acts or failure to act occurs during the
Change in Control Period; or  (ii)any breach of this Agreement by the Corporation during
the Change in Control Period;  (q)Incumbent Director means any member of the Board who
was a member of the Board immediately prior to the occurrence of a transaction,
transactions or elections giving rise to a Change in Control (other than a
transaction approved by the Board) and any successor to an Incumbent Director
who is recommended or elected or appointed to succeed an Incumbent Director by
the affirmative vote of a majority of the Incumbent Directors then on the
Board;  (r)LTIP means the Corporations Long-Term Incentive
Plan made as of June 28, 1998, as amended and restated as of October 16,
2002, and as may be further amended from time to time;  (s)Option means an option to purchase shares in the
capital of the Corporation, and includes options granted under the LTIP and/or
any other future plans but does not include options granted under an ESPO Plan;  (t)Performance-Contingent Options means options granted
under the LTIP and/or any other future plans, the vesting of which is
determined in accordance with the achievement of performance targets
established by the Board of Directors at the time of the grant of the options;  (u)Performance Units shall have the meaning given to
such term in the LTIP;  (v)Permanently Disabled shall have the meaning set out
in section 11(b) of this Agreement;  (w)Plan shall have the meaning set out in section 12(c)(vi) of
this Agreement;  (x)Potential Change in Control shall be deemed to have
occurred if any one of the following occurs:  7


(i)the Corporation enters into a binding agreement, the consummation of which
would result in the occurrence of a Change in Control;  (ii)the Corporation publicly announces an intention to take or to consider
taking action which, if consummated, would constitute a Change in Control; or  (iii)the Board adopts a resolution to the effect that, for purposes of this
Agreement, a Potential Change in Control has occurred;  (y)Potential Change in Control Period shall commence
upon the occurrence of a Potential Change in Control and shall lapse
immediately following the first to occur of:  (i)a Change in Control; or  (ii)the first anniversary of the occurrence of a Potential Change in
Control;  (z)Right means a stock appreciation right and includes
stock appreciation rights granted under the LTIP and/or any other future plans;  (aa)SERP shall have the meaning set out in section 12(c)(vi) of
this Agreement;  (bb)Shares shall have the meaning given to such term in
the LTIP;  (cc)Target Bonus means eighty percent (80%) of the
Executives Annual Base Salary or such higher percentage of the Executives
Annual Base Salary as may be approved by the Board from time to time;  (dd)Trade Secrets shall have the meaning set out in
section 13(a) of this Agreement; and  (ee)Year shall have the meaning given to such term in
the LTIP.  2.Position  Capacity and
Services  The Executive shall continue to serve the Corporation and any
subsidiaries of the Corporation in such capacity or capacities and shall
perform such duties and exercise such powers pertaining to the management and
operation of the Corporation and any subsidiaries and associates of the
Corporation (as those terms are defined in the Business Corporations Act
(Ontario)) as may be determined from time to time by the Chief Executive
Officer of the Corporation consistent with the office of the Executive. It is
acknowledged and agreed that the duties and responsibilities of the Executive
may be adjusted from time to time by the Chief Executive Officer of the
Corporation as the Chief Executive Officer of the Corporation may determine to
be appropriate in light of growth and other changes in the business and affairs
of the Corporation and its subsidiaries and associates (but not in such a
manner as would constitute  8


Good Reason or Good Reason upon a Change in
Control). Without limitation of the foregoing, the Executive shall occupy the
office of Chief Financial Officer of the Corporation and shall:  (a)devote all of the Executives business time
and attention and the Executives best efforts to the business and affairs of
the Corporation, provided however, that the Executive may serve as a member of
a board of directors of an entity if the Board, or an appropriate committee
thereof, determines in its sole discretion that such membership is not averse
to the interests of the Corporation;  (b)perform those duties that may reasonably be
assigned to the Executive diligently and faithfully to the best of the
Executives abilities and in the best interests of the Corporation; and  (c)use the Executives best efforts to promote
the interests and goodwill of the Corporation.  3.Reporting Procedures  The Executive shall report to the Chief Executive Officer of the
Corporation. The Executive shall report fully to the Chief Executive Officer of
the Corporation on the Executives scope of responsibility and advise to the
best of the Executives ability and in accordance with reasonable business
standards on business matters that may arise within such scope of
responsibility from time to time.  4.Remuneration  (a)Annual Base Salary.The annual base salary (the Annual
Base Salary) payable to the Executive for the Executives services hereunder
for the term of this Agreement shall be as determined by the Board from time to
time, and shall be exclusive of bonuses, benefits and other compensation. The
Annual Base Salary shall be payable in equal bi-monthly instalments in arrears
in accordance with existing practice, or in such other manner as may be
mutually agreed upon, less, in any case, any deductions or withholdings
required by law.  (b)Additional Remuneration and Benefits.The Corporation shall provide
the Executive with employee benefits comparable to those provided by the
Corporation from time to time to other senior executive officers of the
Corporation and shall permit the Executive to participate in any bonus plan,
incentive plan, share option plan, share purchase plan, retirement plan, or
similar plan offered by the Corporation from time to time to its senior
executive officers in the manner and to the extent authorized by the Board.  5.Salary and Bonus Adjustments  The Chief Executive Officer of the Corporation shall review the
compensation arrangements relating to the Executive at least once per calendar
year, including the Annual Base Salary, any executive bonus and any incentive
plan(s) applicable to the Executive. If the Chief Executive Officer of the
Corporation shall determine that it is advisable to do so, the Chief  9


Executive Officer of the Corporation may recommend
to the Board that such compensation arrangements be reviewed and/or adjusted.  6.Vacation  The Executive shall be entitled to paid vacation in each fiscal year of
the Corporation in accordance with the Corporations vacation policy for
employees of the Corporation (including the Executive) that is currently in
effect, as it may change from time to time. The Executives paid vacation is to
be taken at a time approved in advance by the Chief Executive Officer of the Corporation,
which approval shall not be unreasonably withheld but shall take into account
the staffing requirements of the Corporation and the need for the timely
performance of the Executives responsibilities. In the event that the
Executive decides not to take all the vacation to which the Executive is
entitled in any fiscal year, the Executives entitlement to take any such
vacation in the next following fiscal year shall be determined in accordance
with the Corporations vacation policy for employees of the Corporation
(including the Executive) in effect from time to time.  7.Expenses  The Executive shall be reimbursed for all reasonable travel and
out-of-pocket expenses actually and properly incurred by the Executive from
time to time in connection with carrying out the Executives duties hereunder.
For all such expenses the Executive shall furnish to the Corporation originals
of all invoices, receipts or statements in respect of which the Executive seeks
reimbursement as and when required by the Corporations normal procedures for
the submission of expense reports by employees of the Corporation.  8.Relocation  The location at which the Executive shall normally be required to
attend for the purposes of performing his employment duties shall not, without
the prior consent of the Executive, be located more than 100 kilometres outside
the City of Toronto, except that this provision shall not be taken to limit the
obligation of the Executive to undertake such reasonable business travel from
time to time as is concomitant with the duties and office of the Executive.  9.Continuation of Employment
upon a Change in Control  Upon a Change in Control, the Corporation agrees to continue the
Executive in its employ, in accordance with the terms and provisions of this
Agreement, on the same terms and conditions which were in effect immediately
prior to the Change in Control or on such other terms as may be subsequently
agreed upon in writing between the Corporation and the Executive.  10


10.Vesting of Options, Stock
Appreciation Rights, Performance-Contingent Options, Performance Units and CSUP
Rights  (a)Options and Stock Appreciation Rights.Upon a Change in Control or
upon termination of the Executives employment without cause during the Change
in Control Period or voluntary termination by the Executive of the Executives
employment for Good Reason during the Change in Control Period, all unvested
and unexercised Options and Rights granted to the Executive shall vest
immediately and shall become exercisable in accordance with the terms of each
such Option or Right or the plan governing each such Option or Right.  (b)Performance-Contingent Options.Upon a Change in Control or
upon termination of the Executives employment without cause during the Change
in Control Period or voluntary termination by the Executive of the Executives
employment for Good Reason during the Change in Control Period, all unvested
and unexercised Performance-Contingent Options granted to the Executive shall
become eligible for vesting and shall vest immediately, the extent of such
vesting to occur in accordance with the terms governing vesting on change of
control set out in the Board resolution authorizing the grant of such
Performance Contingent Options or such other, more favourable, terms as the
Board, acting in its discretion, may determine, and shall become exercisable in
accordance with the terms of each such Performance-Contingent Option or the
plan governing each such Performance-Contingent Options.  (c)Performance Units.Upon a Change in Control or
upon termination of the Executives employment without cause during the Change
in Control Period or voluntary termination by the Executive of the Executives
employment for Good Reason during the Change in Control Period, all Performance
Units allocated to the Executive under the LTIP shall be issued or provided in
the form of Shares to the Executive.  (d)CSUP Rights.Upon a Change in Control or upon termination
of the Executives employment without cause during the Change in Control Period
or voluntary termination by the Executive of the Executives employment for
Good Reason during the Change in Control Period, the change of control
provisions of the CSUP shall be deemed to be triggered and the Executive shall
be entitled to the Executives CSUP Rights in respect thereto..  11.Termination  (a)Termination for Cause.The Corporation may terminate
the employment of the Executive for Cause without notice or any payment in lieu
of notice.  (b)Termination on Disability or Death.The Executives employment
hereunder may be immediately terminated by the Corporation by notice to the
Executive if the Executive becomes permanently disabled (Permanently Disabled).
The Executive shall be deemed to have become Permanently Disabled if in any
year during the period of the Executives employment with the Corporation
pursuant hereto (the Employment Period), because of ill health, physical or
mental disability, or for other causes beyond the control of the Executive, the
Executive has been continuously unable or unwilling or has failed to perform
the Executives duties for 120 consecutive days, or if, during any year of the
Employment Period, the Executive  11


has been
unable or unwilling or has failed to perform the Executives duties for a total
of 180 days, consecutive or not. The term any year of the Employment Period
means any period of 12 consecutive months during the Employment Period. This
Agreement shall terminate automatically without notice upon the death of the
Executive.  (c)Resignation by the Executive.The Executive may resign the
Executives employment with the Corporation at any time upon giving sixty (60)
days written notice to the Corporation. The Corporation may waive such notice
in whole or in part. If the Executive resigns the Executives employment, the
Corporation shall have no further obligations or responsibilities hereunder to
the Executive.  12.Severance Payments and Entitlements  (a)Termination for Cause.Upon termination of the
Executives employment for Cause as described in Section 11(a), the
Executive shall not be entitled to any payments other than the unpaid Annual
Base Salary earned by the Executive before the Date of Termination calculated
pro rata up to and including the Date of Termination together with any payment
for notice or severance to which the Executive is entitled under the applicable
employment legislation in force from time to time. The Executives Options,
Performance Contingent Options, Performance Units and Rights granted under the
LTIP and any CSUP Rights terminate effective the Date of Termination and may
not be exercised thereafter.  (b)Termination on Disability or Death.Upon termination of the Executives
employment by reason of the Executive becoming Permanently Disabled or on the
death of the Executive as described in section 11(b), except as otherwise
provided under the ESPO Plan, the LTIP, the CSUP or under the Corporations
applicable incentive plans, life insurance, pension plan, medical, dental,
health and accident and disability plans and pension and retiree benefit plans,
the Executive or, in the case of death, the Executives family, shall not be
entitled to receive any payments other than the unpaid Annual Base Salary
earned by the Executive to the date of the Executive becoming Permanently
Disabled or the date of the Executives death and, in the event of the
Executives death, that portion, if any, of the Executives annual bonus that
would be paid out in accordance with the Corporations policy with respect to
same in effect at the date of the Executives death. Notwithstanding the
foregoing, nothing in this provision shall affect the Executives right to
claim or receive death or disability benefits provided for in section 4(b) of
this Agreement.  (c)Termination without Cause or for Good Reason.Upon (i) termination of
the Executives employment without Cause or (ii) voluntary termination by
the Executive of the Executives employment for Good Reason:  (i)the Executive shall be entitled to receive, and the Corporation shall
pay to the Executive, in lieu of two years notice of termination, the
aggregate of the following amounts (less any deductions required by law):  12


(A)if not
theretofore paid, that portion of the Annual Base Salary earned by or payable
to the Executive during the then current fiscal year of the Corporation for the
period to and including the Date of Termination, together with all benefits
payable to the Executive through to and including the Date of Termination under
the terms of the Corporations benefit plans, programs or arrangements as in
effect immediately prior to the Date of Termination;  (B)a pro rated
portion of the Executives Target Bonus calculated by multiplying (1) the
Target Bonus by (2) a fraction, the numerator of which is the number of
days in the applicable fiscal year through to and including the Date of
Termination and the denominator of which is 365; and  (C)a lump sum
payment in cash equal to two times the sum of (1) the Annual Base Salary
at the Date of Termination, and (2) the Executives Target Bonus;  (ii)(A)the Corporation shall maintain
in full force and effect, for the continued benefit of the Executive and the
Executives family, until two years after the Date of Termination, all life
insurance, medical, dental, health and accident and disability plans, programs
or arrangements in which the Executive was entitled to participate immediately
prior to the Date of Termination (or in the case of voluntary termination by
the Executive for Good Reason upon or following a Change in Control as a result
of a reduction in benefits, if more favourable to the Executive, such coverage
and terms as were in effect immediately prior to the Change in Control) at a
cost to the Executive no greater than that which the Executive paid while
employed, provided that the Executives continued participation is possible
under the general terms and provisions of such plans and programs. In the event
that the Executives participation is barred, the Corporation shall arrange to
provide the Executive, at the Corporations expense, with benefits
substantially similar to those which the Executive is entitled to receive under
such plans, programs or arrangements; or  (B)at the Executives request,
the Corporation will make a cash payment in an amount equal to the then
estimated net present value (as determined by the Board, acting reasonably,
assuming that the Executive would be employed by the Corporation for the
ensuing two years and using as a discount rate the Corporations cost of funds
under its principal bank working capital credit lines) of such benefits for the
two-year period following the Date of Termination;  (iii)those Options, Performance-Contingent Options and Rights granted to the
Executive that would have otherwise vested and become exercisable  13


during the twelve-week period following the
Date of Termination shall vest and become exercisable during such twelve-week
period in accordance with their terms and, together with any Options,
Performance-Contingent Options and Rights that vested prior to the Date of
Termination, shall terminate and may not be exercised after the earlier of thirty
(30) days after the expiry of such twelve week period and the original expiry
date of such Option, Performance-Contingent Option or Right;  (iv)all unexercised ESPO Options granted to the Executive
shall be exercisable until the earlier of a twelve week and thirty day period
after the Date of Termination and the ESPO Options original date of expiry;  (v)those Performance Units allocated to the Executive
under the LTIP which are not already issued or provided in the form of Shares
to the Executive shall be issued or provided in the form of Shares to the
Executive on the following basis:  If Date of Termination occurs in:
  
  % of related Performance Units
  to be issued or provided
  in the form of Shares:1st Year following Date of Grant
  
  33-1/3%2nd Year following Date of Grant
  
  66-2/3%3rd Year following Date of Grant
  
  100%  (vi)the Executive shall have the Executives CSUP Rights
in such event; and;  (vii)the Corporation shall maintain the Executives
participation in the Celestica Retirement Plan (the Plan) and the Celestica
Supplementary Retirement Plan (the SERP)for a period of two years from the
Date of Termination.  (d)Termination During the Change in Control
Period or for Good Reason During the Change in Control Period.Upon (i) termination of the Executives
employment by the Corporation during the Change in Control Period other than
for Cause or (ii) voluntary termination by the Executive of the Executives
employment for Good Reason upon a Change in Control during the Change in
Control Period:  (i)in lieu of notice, the Corporation shall
pay to the Executive the aggregate of the following amounts (less any
deductions required by law):  14


(A)if not
theretofore paid, that portion of the Annual Base Salary earned by or payable
to the Executive during the then current fiscal year of the Corporation for the
period to and including the Date of Termination, together with all benefits
payable to the Executive through to and including the Date of Termination under
the terms of the Corporations benefit plans, programs or arrangements as in
effect immediately prior to the Date of Termination;  (B)a pro rated
portion of the Executives Target Bonus calculated by multiplying (1) the
Target Bonus by (2) a fraction, the numerator of which is the number of
days in the applicable fiscal year through to and including the Date of
Termination and the denominator of which is 365; and  (C)a lump sum
payment in cash equal to three times the sum of (x) the Annual Base Salary
at the Date of Termination, and (y) the Executives Target Bonus;  (ii)(A)the Corporation shall maintain in full
force and effect, for the continued benefit of the Executive and the Executives
family, until three years after the Date of Termination, all life insurance,
medical, dental, health and accident and disability plans, programs or
arrangements in which the Executive was entitled to participate immediately
prior to the Date of Termination (or in the case of voluntary termination by
the Executive for Good Reason upon or following a Change in Control as a result
of a reduction in benefits, if more favourable to the Executive, such coverage
and terms as were in effect immediately prior to the Change in Control) at a
cost to the Executive no greater than that which the Executive paid while
employed, provided that the Executives continued participation is possible
under the general terms and provisions of such plans and programs. In the event
that the Executives participation is barred, the Corporation shall arrange to
provide the Executive, at the Corporations expense, with benefits
substantially similar to those which the Executive is entitled to receive under
such plans, programs or arrangements; or  (B)          at
the Executives request, the Corporation will make a cash payment in an amount
equal to the then estimated net present value (as determined by the Board,
acting reasonably, assuming that the Executive would be employed by the
Corporation for the ensuing three years and using as a discount rate the
Corporations cost of funds under its principal bank working capital credit
lines) of such benefits for the three-year period following the Date of
Termination;  15


(iii)all Options and Rights vest pursuant to section 10(a) hereof
and shall be exercisable for the remainder of the term to expiry of each such
Option or Right;  (iv)all unexercised ESPO Options granted to the Executive
shall be exercisable until the earlier of a three year and thirty day period
following the date of Termination and the ESPO Options original date of
expiry;  (v)all Performance-Contingent Options vest pursuant to
section 10(b) hereof and shall be exercisable for the remainder of the term
to expiry of each such Performance-Contingent Option; and,  (vi)the Executive shall have the Executives CSUP Rights
in such event.  (e)Pension Payable on or Following a Change in
Control.Upon (i) termination of
the Executives employment other than for Cause or, (ii) voluntary
termination by the Executive of the Executives employment for Good Reason at
any time on or following a Change in Control, in addition to any payments and
entitlements to which the Executive is entitled to under section 12(d) above,
notwithstanding anything to the contrary contained in the Plan or the SERP, the
pension payable to the Executive under the Plan and the SERP will be determined
as if the Executive were eligible for an unreduced pension commencing on June 1,
2010, being the earliest date on which the Executive would be eligible for an
unreduced pension from the Plan and the SERP, pursuant to the terms of the Plan
and the SERP in effect as of the date hereof and based on the Executives
Updated Earnings and Credited Service (as such terms are defined under the
Plan) as of the Date of Termination.  (f)Notice of Termination by the Executive for
Good Reason or Good Reason upon a Change in Control.Any termination of employment
by the Executive for Good Reason or for Good Reason upon a Change in Control
shall: be communicated in writing by the Executive; indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail any facts and circumstances claimed to provide a basis for
the termination of the Executives employment under the provision so indicated;
and, be delivered within sixty (60) days of the act or failure to act giving
rise to the Good Reason or Good Reason upon a Change in Control. The Executive
shall not be required to report to work or perform services for the Corporation
subsequent to the Corporations receipt of the Executives notice of
termination.  (g)Executive Entitlement When Dispute.All amounts payable, benefits
due or owed or amounts payable in lieu of benefits under Section 12 shall,
unless otherwise specifically provided, be paid by the Corporation to the
Executive within thirty days of the Date of Termination, notwithstanding that
the Corporation may dispute the Executives entitlement to such amounts. The
Executive is entitled to receive all amounts owing under Section 12, and
the Corporation shall not initiate any injunctive proceedings in a court of
competent jurisdiction or any arbitration proceeding pursuant to Section 18
to prevent the Executive from enforcing his right to receive such amounts, and
should the Corporation initiate any proceeding disputing the  16


Executives
entitlement to such amounts, the Corporation agrees to continue to provide such
amounts to the Executive in accordance with the terms of this Agreement,
pending final resolution of the dispute by an arbitrator pursuant to Section 18
(it being acknowledged and agreed by the parties that a court of competent
jurisdiction can issue only an interim injunction on the question of the
Executives entitlements under Section 12).  13.Confidentiality,
Non-Solicitation and Non-Competition  (a)The Executive acknowledges and agrees that:  (i)in the course of performing the Executives
duties and responsibilities as an officer of the Corporation, the Executive has
had and will be entrusted with detailed confidential information and trade
secrets (printed or otherwise) concerning past, present, future, and
contemplated products, services, operations and marketing techniques and
procedures of the Corporation and its subsidiaries, including, without
limitation, business plans, inventions, pending and undisclosed patents and
patent applications, proprietary business methods and proprietary manufacturing
operations, proprietary product and proprietary manufacturing information, know
how, and information relating to addresses, preferences, needs and requirements
of past, present and prospective clients, customers, suppliers and employees of
the Corporation and its subsidiaries (collectively, Trade Secrets), the
disclosure of any of which to competitors of the Corporation or to the general
public, or the use of same by the Executive or any competitor of the
Corporation or any of its subsidiaries, would be highly detrimental to the
interests of the Corporation;  (ii)in the course of performing the Executives duties and
responsibilities for the Corporation, the Executive has been and will continue
in the future to be a representative of the Corporation to its customers,
clients and suppliers and as such has had and will continue in the future to
have significant responsibility for maintaining and enhancing the goodwill of
the Corporation with such customers, clients and suppliers and would not have,
except by virtue of the Executives employment with the Corporation, developed
a close and direct relationship with the customers, clients and suppliers of
the Corporation;  (iii)the Executives services are extraordinary and unique;  (iv)the Corporation has a proprietary interest in its
customers and clients;  (v)the Executive, as an officer of the Corporation, owes
fiduciary duties to the Corporation, including the duty to act in the best
interests of the Corporation; and,  17


(vi)the right to maintain the confidentiality of the Trade
Secrets, the right to preserve the goodwill of the Corporation and the right to
the benefit of any relationships that have developed between the Executive and
the customers, clients and suppliers of the Corporation by virtue of the
Executives employment with the Corporation constitute proprietary rights of
the Corporation, that the Corporation is entitled to protect.  (b)In acknowledgment of the matters set out in
(a) above, and in consideration of the payments to be received by the
Executive pursuant to this Agreement, the Executive hereby agrees that the
Executive will not, during the term of the Executives employment with the
Corporation and for two years from either the Date of Termination or the
Executives resignation of the Executives employment:  (i)directly or indirectly disclose to any
person or in any way make use of (other than for the benefit of the
Corporation), in any manner, any of the Trade Secrets, provided that such Trade
Secrets shall be deemed not to include information that is or becomes generally
available to the public other than as a result of disclosure by the Executive;  (ii)be a party to or abet any solicitation of
customers, clients, or suppliers of the Corporation or any of its subsidiaries
or associates, to transfer business from the Corporation or any of its
subsidiaries or associates to any other person, or seek in any way to persuade
or entice any employee of the Corporation or any of its subsidiaries or
associates to leave that employment or to be a party to or abet any such
action;  (iii)either individually or in partnership or jointly or in
conjunction with any person or persons, firm, association, syndicate, company
or corporation, as principal, agent, shareholder (unless passive investor) or
in any other manner whatsoever, be involved with any business that is in
competition with the business of the Corporation which business means the
electronics manufacturing services business (the Business of the Corporation).
During the same time period, the Executive will not carry on or be engaged in
or concerned with or interested in, or advise, lend money to, guarantee the
debts or obligations of, or permit the Executives name or any part thereof to
be used or employed by or associated with, any person or persons, firm,
association, syndicate, company or corporation in any business that is involved
in any similar business in which the Corporation is involved during the course
of the Executives employment  (c)If any court determines that any provision
contained in Section 13 including, without limitation, a restrictive
covenant or any part thereof is unenforceable because of the duration or
geographical scope of the provision or for any other reason, the duration or
scope of the provision, as the case may be, shall be  18


reduced so that the provision becomes
enforceable and, in its reduced form, the provision shall then be enforceable
and shall be enforced;  (d)The Executive acknowledges that the
Executives employment by the Corporation and all compensation and benefits and
potential compensation and benefits to the Executive from such employment were
and will be conferred by the Corporation upon the Executive in part because and
on condition of the Executives willingness to commit the Executives best
efforts and loyalty to the Corporation, including protecting the Corporations
right to have its Trade Secrets protected from non-disclosure by the Executive
and abiding by the confidentiality, non-competition and other provisions
herein. The Executive understands the Executives duties and obligations as set
forth in Section 13 and agrees that such duties and obligations would not
unduly restrict or curtail the Executives legitimate efforts to earn a
livelihood following any termination of the Executives employment with the
Corporation. The Executive agrees that the restrictions contained in Section 13
are reasonable and valid and all defences to the strict enforcement thereof by
the Corporation are waived by the Executive. The Executive further acknowledges
that irreparable damage would result to the Corporation if the provisions of
Sections 13(b)(i) to (iii) are not specifically enforced, and agrees
that the Corporation shall be entitled to any appropriate legal, equitable, or
other remedy, including injunctive relief, in respect of any failure or
continuing failure to comply with the provisions of Sections 13(b)(i) to
(iii);  (e)The preceding covenants do not prohibit
investment, up to a maximum of five percent (5%) of the outstanding shares, in
a corporation whose shares are listed on a recognized stock exchange and which
carries on a business similar to the Business of the Corporation.  14.Return of Materials  All files, forms, brochures, books, materials, written correspondence,
memoranda, documents, manuals, computer disks, software products and lists
(including lists of customers, suppliers, products and prices) pertaining to
the business of the Corporation or any of its subsidiaries and associates that
may come into the possession or control of the Executive shall at all times
remain the property of the Corporation or such subsidiary or associate, as the
case may be. On termination of the Executives employment for any reason, the
Executive agrees to deliver promptly to the Corporation all such property in
the possession of the Executive or directly or indirectly under the control of
the Executive. The Executive agrees not to make for the Executives personal or
business use or that of any other party, reproductions or copies of any such
property or other property of the Corporation or any of its subsidiaries or
associates.  15.Duty to Mitigate  The Executive shall not be subject to any duty or obligation to seek
alternate employment or other sources of income or benefits, or to mitigate the
Executives damages, or to  19


any similar duty or obligation and any compensation
earned by the Executive after the Date of Termination shall not be deducted
from any payments to be made to the Executive pursuant to this Agreement
following or as a result of: (a) voluntary termination by the Executive of
the Executives employment for Good Reason or Good Reason during the Change in
Control Period; or, (b) termination of the employment of the Executive by
the Corporation other than for Cause.  16.Further Assurances  Each of the Corporation and the Executive agrees to execute and deliver
all such documents and to do all such acts and things as the other party may
reasonably request and as may be lawful and within its powers to do or to cause
to be done in order to carry out and/or implement the provisions or intent of
this Agreement, including, without limitation, seeking all such governmental,
regulatory and other third party approvals as may be necessary or desirable.
Without limiting the generality of the foregoing, the Corporation agrees to
execute and deliver all such documents and to do all such acts and things as
the Executive may reasonably request and as may be lawful and within the power
of the Corporation to do or cause to be done in order to minimize any tax
consequences to the Executive or his estate or his legal personal
representatives in respect of the payment or performance by the Corporation of
the obligations of the Corporation upon or in respect of payments or actions
required to be made or taken by or on behalf of the Corporation in the event of
termination of the Executives employment hereunder; provided that the
Corporation shall in no way be prejudiced thereby.  17.Governing Law  The Agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario and the laws of Canada applicable therein.  18.Arbitration Clause  (a)With the exception of Article 13,
where there is any dispute as to any provision of this Agreement and the
Executive and the Corporation are unable to come to a mutual agreement within a
period of 10 days from the date on which one party advises the other party, in
writing, of the dispute, within 10 days after the expiry of such period, either
party may give written notice of the issue on which a mutual decision has not
been made to an arbitrator selected from (c) below, with a copy of the
notice to the other party.  Upon receipt of such notice, the arbitrator will contact each of the
parties and attempt to resolve the matter within 5 days of receipt of the
notice, failing which the arbitrator shall schedule a hearing to commence
within 90 days thereafter, that hearing to conclude and the decision to be
rendered within 120 days (or such later time as agreed upon between the
parties) thereafter.  It is understood and agreed the arbitrator shall have the sole
discretion to establish a procedure for the conduct of the arbitration,
provided only that such procedure shall give to each party an opportunity to
state and argue their respective positions, either in writing or orally  20


in the presence of the arbitrator and each other
party and whether with or without reply or rejoinder. The decision of the
arbitrator shall be final and binding.  Any arbitration pursuant to this clause shall be in accordance with the
Arbitrations Act (Ontario).  (b)It is understood that the Executive and the
Corporation would prefer to avoid litigation due to a possible breach of Article 13,
upon the acceptance of a new position by the Executive. As a result, the
parties agree that where the Executive is considering a new position,
particularly following termination of employment, the Executive may seek the
prior agreement of the Corporation that such new position is not with a
competitor of the Corporation. Where there is a disagreement as to whether this
new position is with a competitor of the Corporation (and the Executive has not
accepted any offer and commenced employment in respect thereof), the parties
agree to have this issue finally determined on an expedited basis by an agreed
upon arbitrator as set out in (c) below. The process and authority of the
arbitrator shall be as described above, except that in this case only the
hearing must be concluded and the decision rendered within 30 days of the
arbitrator receiving notice of the dispute.  (c)For the purpose of this Agreement, the
parties agree that any one of the following can be selected as the arbitrator: Mr. Justice
George Adams, William Kaplan, Maureen K. Saltman or Daniel J. Baum, or any
other arbitrator the parties mutually agree upon should none of these
arbitrators be available within the timelines set out herein.  19.Severability  With the exception of Section 13, if any provision of the
Agreement, including the breadth or scope of such provision, shall be held by
an arbitrator pursuant to Section 18 to be invalid or unenforceable, in
whole or in part, such invalidity or unenforceability shall not affect the
validity or enforceability of the remaining provisions, or part thereof, of
this Agreement and such remaining provisions, or part thereof, shall remain
enforceable and binding.  20.Representations and Warranties  The Executive represents and warrants to the Corporation that the
execution and performance of this Agreement will not result in or constitute a
default, breach, or violation, or an event that, with notice or lapse of time
or both, would be a default, breach, or violation, of any understanding,
agreement or commitment, written or oral, express or implied, to which the
Executive is a party or by which the Executive or the Executives property is
bound. The Executive shall defend, indemnify and hold the Corporation harmless
from any liability, expense or claim (including solicitors fees incurred in
respect thereof) by any person in any way arising out of, relating to, or in
connection with any incorrectness or breach of the representations and
warranties in this Section 20.  21


21.Rights and Waivers  All rights and remedies of the parties are separate and cumulative, and
none of them, whether exercised or not, shall be deemed to be to the exclusion
of any other rights or remedies or shall be deemed to limit or prejudice any
other legal or equitable rights or remedies which either of the parties may
have.  22.Waiver  Any purported waiver of any default, breach or non-compliance under
this Agreement is not effective unless in writing and signed by the party to be
bound by the waiver. No waiver shall be inferred from or implied by any failure
to act or delay in acting by a party in respect of any default, breach or
non-observance or by anything done or omitted to be done by the other party.
The waiver by a party of any default, breach or non-compliance under this
Agreement shall not operate as a waiver of that partys rights under this
Agreement in respect of any continuing or subsequent default, breach or
non-observance (whether of the same or any other nature).  23.Time of Essence  Time shall be of the essence of this Agreement in all respects.  24.Headings  The division of this Agreement into Sections and the insertion of
headings are for convenience of reference only and shall not affect the
construction or interpretation of this Agreement.  25.Full Satisfaction  The terms set out in this Agreement, provided that such terms are
satisfied by the Corporation, are in lieu of (and not in addition to) and in
full satisfaction of any and all other claims or entitlements which the
Executive has or may have upon the termination of the Executives employment
and the compliance by the Corporation with these terms will effect a full and
complete release of the Corporation and its parent and their respective
affiliates, associates, subsidiaries and related companies from any and all
claims which the Executive may have for whatever reason or cause in connection
with the Executives employment and the termination of it, other than those
obligations specifically set out in this Agreement. In agreeing to the terms
set out in this Agreement, the Executive specifically agrees to execute a
formal release document to that effect and will deliver upon request
appropriate resignations from all offices and positions with the Corporation
and its parent and their respective affiliated, associated subsidiary or
affiliated companies if, as and when requested by the Corporation upon
termination of the Executives employment within the circumstances contemplated
by this Agreement.  22


26.Successors; Binding Agreement  The Corporation will require any successor (whether direct or indirect,
by purchase, amalgamation, arrangement, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Corporation to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Corporation would be required to perform it if no such
succession had taken place. Failure of the Corporation to obtain such agreement
prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle the Executive to compensation from the Corporation
in the same amount and on the same terms as the Executive would be entitled
hereunder if the Executive were terminated in circumstances giving rise to the
payment of benefits pursuant to Section 12 hereof except that for purposes
of implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination. The foregoing shall not in
any way limit the rights of the Executive hereunder if such succession constitutes
a Change in Control. As used in this Agreement, Corporation shall mean the
Corporation as hereinbefore defined and any successor to its business and/or
assets as aforesaid which executes and delivers the agreement provided for in
this paragraph or which otherwise becomes bound by all the terms and provisions
of this Agreement by operation of law.  27.No Assignment  The Executive may not assign, pledge or encumber the Executives
interest in this Agreement nor assign any of the rights or duties of the
Executive under this Agreement without the prior written consent of the
Corporation.  28.Statutory Deductions and
Withholdings  All payments provided to the Executive pursuant to this Agreement are
subject to necessary statutory deductions and withholdings.  29.Successors  This Agreement shall be binding on and enure to the benefit of the
successors and assigns of the Corporation and the heirs, executors, personal
legal representatives and permitted assigns of the Executive.  30.Entire Agreement  This Agreement supersedes and replaces in its entirety the Employment
Agreement dated as of October 22, 1996, between the Executive and the
Corporation. This Agreement contains the entire understanding of the Executive
and the Corporation with respect to employment of the Executive and supersedes
any and all prior understandings, written or oral. This Agreement may not be
amended, waived, discharged or terminated orally but only by an instrument in
writing executed by both parties.  23


31.Notices  Any notice or other communication required or permitted to be given
hereunder shall be in writing and either delivered by hand or sent by
facsimile. If delivery by hand or by facsimile, notice shall be deemed to have
been received at the time it is delivered or received. Notices shall be
addressed as follows:  (a)If to the Corporation:  Celestica Inc.
1150 Eglinton Avenue East 
Toronto, ON
M3H 1H7  Attention:
  
  General CounselFax No.:
  
  (416) 448-2817  (b)If to the Executive:  Anthony P. Puppi
433 Stephanie Blvd.
Woodbridge, ON 
L4L 1A6  Fax No.:
  
  905-303-3321  32.Legal Advice  The Executive hereby represents and warrants to the Corporation and
acknowledges and agrees that the Executive had the opportunity to seek and was
not prevented nor discouraged by the Corporation from seeking independent legal
advice prior to the execution and delivery of this Agreement and that, in the
event that the Executive did not avail himself or herself of that opportunity
prior to signing this Agreement, the Executive did so voluntarily without any
undue pressure and agrees that the Executives failure to obtain independent
legal advice shall not be used by the Executive as a defence to the enforcement
of the Executives obligations under this Agreement. The Corporation agrees to
reimburse the Executive for the reasonable legal fees incurred by the Executive
in obtaining such legal advice.  24


IN WITNESS WHEREOF the parties hereto have executed this Agreement
effective as of the date first above written.  CELESTICA INC.by
  /s/ Stephen DelaneyName:  Stephen W. DelaneyTitle: Chief
  Executive OfficerCELESTICA INTERNATIONAL INC.by
  /s/ Stephen DelaneyName:  Stephen W. DelaneyTitle: Chief
  Executive OfficerSIGNED, SEALED & DELIVEREDin the presence of:/s/ Elizabeth DelBianco
  /s/ Anthony PuppiWitness:  Elizabeth DelBianco
  Anthony P. Puppi  25