Exhibit 4.16

CELESTICA INC.

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CELESTICA SHARE UNIT PLAN

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December 9, 2004

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CELESTICA INC.
CELESTICA SHARE UNIT PLAN

1.         PURPOSE

1.1       This Share Unit Plan has been established by the Company to provide incentives to certain of its employees and
consultants and its directors, to foster a responsible balance between short term and long term results, and to build and maintain a strong spirit of performance and entrepreneurship.

2.         DEFINITIONS AND INTERPRETATION

2.1       In this Share Unit Plan, the following terms have the following meanings:



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2.2       In this Plan, unless the context requires otherwise, words importing the singular number may be construed to extend to
and include the plural number, and words importing the plural number may be construed to extend to and include the singular number.

2.3       This Plan is established under the laws of the Province of Ontario and the rights of all parties and the construction of
each and every provision of the Plan and any Performance Units granted hereunder shall be construed according to the laws of the Province of Ontario.

3.     GENERAL

3.1       The transfer of an employee from the Company to a Subsidiary or a Designated Affiliated Entity, from a Subsidiary or a
Designated Affiliated Entity to the Company, or from one Subsidiary or Designated Affiliated Entity to another Subsidiary or Designated Affiliated Entity, shall not be considered a termination of
employment for the purposes of the Plan, nor shall it be considered a termination of employment if a Participant is placed on such other leave of absence which is considered by the Company as
continuing intact the employment relationship; in such a case, the employment relationship shall be continued until the later of the date when the leave equals ninety days or the date when a
Participant's right to reemployment shall no longer be guaranteed either by law or by contract, except that in the event active employment is not renewed at the end of the leave of absence, the
employment relationship shall be deemed to have ceased at the beginning of the leave of absence.

3.2       No Shares may be issued from the treasury of the Company under this Plan.

3.3       Subject to any Applicable Law, the Company will acquire issued and outstanding Shares in the market for the purposes of
satisfying its obligation to provide Shares to Participants under the Plan. If it does so, the Company shall utilize the services of an Independent Broker.

3.4       From time to time the Company may, in addition to its powers under the Plan, add to or amend any of the provisions of the
Plan or terminate the Plan or amend the terms of any Unit granted under the Plan; provided, however, that (i) any approvals required under any applicable law or Stock Exchange Rules are
obtained, and (ii) no such amendment or termination shall be made at any time which has the effect of adversely affecting the existing rights of a Participant under the Plan without his or her
consent in writing unless the Company, at its option, acquires such existing rights at an amount equal to the fair market value of such rights at such time as verified by an independent valuator.

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3.5       The determination by the Company of any question which may arise as to the interpretation or implementation of the Plan
or any of the Units granted hereunder shall be final and binding on all Participants and other persons claiming or deriving rights through any of them.

3.6       The Plan shall enure to the benefit of and be binding upon the Company, its successors and assigns. The interest of any
Participant under the Plan or in any Unit shall not be transferable or alienable by him or her either by pledge, assignment or in any other manner, except to a spouse or a personal holding company or
family trust controlled by a Participant, the shareholders or beneficiaries of which, as the case may be, are any combination of the Participant, the Participant's spouse, the Participant's minor
children or the Participant's minor grandchildren, and after his or her lifetime shall enure to the benefit of and be binding upon the Participant's Beneficiary.

3.7       The Company's obligation to provide Shares in accordance with the terms of the Plan and any Units granted hereunder is
subject to compliance with Applicable Law applicable to the distribution of such Shares. As a condition of participating in the Plan, each Participant agrees to comply with all such Applicable Law and
agrees to furnish to the Company all information and undertakings as may be required to permit compliance with such Applicable Law.

3.8       The Company, a Subsidiary or a Designated Affiliated Entity may withhold from any amount payable to a Participant, either
under this Plan, or otherwise, such amount as may be necessary so as to ensure that the Company, the Subsidiary or Designated Affiliated Entity will be able to comply with the applicable provisions of
any federal, provincial, state or local law relating to the withholding of tax or other required deductions, including on the amount, if any, includable in the income of a Participant. The Company
shall also have the right in its discretion to take such steps in accordance with applicable law as it considers necessary to satisfy any such withholding tax liability.

3.9       A Participant shall not have the right or be entitled to exercise any voting rights, receive dividends or have or be
entitled to any other rights as a shareholder in respect of any Units unless and until satisfied in the form of Shares.

3.10     Neither designation of an employee as a Participant nor the grant of any Units to any Participant entitles any
Participant to the grant, or any additional grant, as the case may be, of any Units under the Plan. Neither the Plan nor any action taken thereunder shall interfere with the right of the employer of a
Participant to terminate a Participant's employment at any time. Neither the period of notice, if any, nor any payment in lieu thereof, upon termination of employment shall be considered as extending
the period of employment for the purposes of the Plan.

3.11     No member of the Board or the Committee shall be liable for any action or determination made in good faith in connection
with the Plan and members of the Board and the Committee shall be entitled to indemnification and reimbursement from the Company in respect of any claim relating thereto.

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3.12     Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect any
employee's employment with, or any Consultant's engagement by, the Company, a Subsidiary or Designated Affiliated Entity.

3.13     If any provision of this Plan is determined to be invalid or unenforceable in whole or in part, such invalidity or
unenforceability shall attach only to such provision or part thereof and the remaining part, if any, of such provision and all other provisions hereof shall continue in full force and effect.

3.14     Neither the establishment of the Plan nor the grant of any Units or the setting aside of any funds by the Company
(if, in its sole discretion, it chooses to do so) shall be deemed to create a trust. Legal and equitable title to any funds set aside for the purposes of the Plan shall remain in the Company
and no Participant shall have any security or other interest in such funds. Any funds so set aside shall remain subject to the claims of creditors of the Company present or future. Amounts payable to
any Participant under the Plan shall be a general, unsecured obligation of the Company. The right of the Participant or Beneficiary to receive payment pursuant to the Plan shall be no greater than the
right of other unsecured creditors of the Company.

3.15     This Plan is hereby instituted as of the 9th day of December, 2004.

4.         ADMINISTRATION

4.1       The Plan shall be administered by the Company in accordance with its provisions. All costs and expenses of administering
the Plan will be paid by the Company, but the Company shall not be responsible for the payment of any fees or expenses in respect of the re-sale by a Participant of Shares acquired by him
or her under the Plan. The Company, may from time to time, establish administrative rules and regulations and prescribe forms or documents relating to the operation of the Plan as it may deem
necessary to implement or further the purpose of the Plan and amend or repeal such rules and regulations or forms or documents. The Company, in its discretion, may appoint a Committee for the purpose
of interpreting, administering and implementing the Plan. In administering the Plan, the Company or the Committee may seek recommendations from the chief executive officer of the Company. The Company
may also delegate to the Committee or any director, officer or employee of the Company such duties and powers, relating to the Plan as it may see fit. The Company may also appoint or engage a trustee,
custodian or administrator to administer or implement the Plan.

4.2       The Company shall keep or cause to be kept such records and accounts as may be necessary or appropriate in connection
with the administration of the Plan and the discharge of its duties. At such times as the Company shall determine, the Company shall furnish the Participant with a statement setting forth the details
of his or her Units, including Date of Grant and the number of Units held by each Participant (including identification of the number of Units that are Performance Units and Restricted Share Units).
Such statement shall be deemed to have been accepted by the Participant as correct unless written notice to the contrary is given to the Company within 30 days after such statement is given to
the Participant.

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4.3       (a)    Any payment, notice, statement, certificate or other instrument required or permitted to be given to a
Participant or any person claiming or deriving any rights through him or her shall be given by:



5.         GRANTS AND ALLOCATION OF UNITS

5.1       The Company may, in its sole discretion, determine whether Grants will be made to a particular Participant, the dollar
amount of any such Grant, the Release Dates for the relevant Shares for such Participant and whether the Grant will be a Performance Grant or a RSU Grant. In making such determinations, the Company
may take into account such criteria as it deems appropriate, including the Participant's: (i) level of responsibility; (ii) rate of compensation; (iii) individual performance and
contribution; and/or (iv) agreement to become a permanent employee of the Company, a Subsidiary or a Designated Affiliated Entity.

5.2       On the Date of Grant, each Participant who receives a Grant shall be allocated Units reflecting such Grant.

5.3       The number of Units to be allocated to a particular Participant shall be obtained by dividing the amount of the Grant of
such Participant by the Market Price on the Date of Grant. Fractional Units may be allocated. Each such Unit shall represent the right to receive one Share, in the manner and subject to the
restrictions set forth in this Plan.

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5.4       No certificates shall be issued with respect to such Grants or Units, but the Company shall maintain records in the name
of each Participant showing the number of Units to which such Participant is entitled in accordance with this Plan and identifying the Units as Restricted Share Units or Performance Units.

6.         PERFORMANCE UNITS AND RESTRICTED SHARE UNITS

6.1       Subject to Articles 7 and 8, unless otherwise specified by the Company at the time of Grant, the
Performance Units shall be satisfied in the form of Shares on the Release Date as determined under Article 5.

6.2       Subject to Articles 7 and 8, unless otherwise determined by the Company at the time of Grant, the
Restricted Share Units may be satisfied in the form of Shares or cash, at the Company's option, on the Release Date as determined under Article 5.

6.3       Subject to the terms of the Plan, the Company may determine other terms or conditions of any Units, including



7.         TERMINATION OF EMPLOYMENT AND FORFEITURES

7.1       Unless otherwise determined by the Company at any time, if a Participant ceases to be employed by the Company, a
Subsidiary or Designated Affiliated Entity for any reason other than: death; long-term disability; Retirement; or termination without cause, there shall be forfeited as of such termination
of employment all Restricted Share Units and Performance Units as have not been satisfied in the form of Shares or cash in accordance with the Plan. No cash or other compensation shall at any time be
paid in lieu of any such Units which have been forfeited under this Plan.

7.2       Unless otherwise determined by the Company at any time, if a Participant ceases to be an employee of the Company, a
Subsidiary or a Designated Affiliated Entity by reason of death, long-term disability or Retirement, the Participant's right to be paid in respect of any unsatisfied Restricted Share Unit
previously granted to the Participant will be prorated based on the number of days of employment completed by the Participant between the Date of Grant of the Restricted Share Unit and date of death,
long-term disability or Retirement. All Restricted Share Units shall be satisfied in the form of Shares or cash on a date determined by the Company which shall in any event be not later
than one year following the date of death, long-term disability or Retirement.

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7.3       Unless otherwise determined by the Company, if a Participant's employment with the Company, a Subsidiary or a Designated
Affiliate is terminated without cause, the Participant's right to be paid in respect of any unsatisfied Restricted Share Unit previously granted to the Participant will be prorated based on the number
of full years (with no credit for partial years) of employment completed by the Participant between the Date of Grant of the Restricted Share Unit and termination of employment, and such payment shall
be satisfied in the form of Shares or cash on a date to be determined by the Company but in any event not later than one year following such termination of employment.

7.4       Unless otherwise determined by the Company at any time, if a Participant ceases to be employed by the Company, a
Subsidiary or Designated Affiliated Entity because of death; each Performance Unit of such Participant as has not been satisfied in accordance with the Plan shall be considered to have vested as if
the median level of performance specified in the conditions attaching to the Grant of the Performance Unit had been achieved as of the date of death but the number of Shares to which the Participant
is entitled in respect thereof shall be prorated based on the number of days of completed employment from the Date of Grant for the Performance Unit as a percentage of the total number of days between
the Date of Grant and the scheduled Release Date for the Performance Unit.

7.5       Unless otherwise determined by the Company at any time, if a Participant ceases to be employed by the Company, a
Subsidiary or Designated Affiliated Entity because of Retirement or long-term disability; solely for purposes of determining the Participant's entitlement in respect of each Performance
Unit of the Participant as has not been satisfied in accordance with the Plan, the Participant shall be considered not to have ceased to be an employee until after the Release Date for such
Performance Unit, the entitlement of the Participant in respect thereof shall be determined on the basis of the actual performance and the number of Shares to which the Participant is entitled in
respect thereof shall be prorated based on the number of days of completed employment from the Date of Grant for the Performance Unit as a percentage of the total number of days between the Date of
Grant and the scheduled Release Date for the Performance Unit.

7.6       Unless otherwise determined by the Chief Executive Officer of Company, if a Participant's employment with the Company, a
Subsidiary or Designated Affiliated Entity is terminated without cause, there shall be forfeited as of such termination of employment such Performance Units as have not been satisfied in accordance
with the Plan. No cash or other compensation shall at any time be paid in lieu of any such Units which have been forfeited under this Plan.

7.7       Notwithstanding any other provision of this Plan, if a Participant ceases to be an employee of the Company, a Subsidiary
or a Designated Affiliated Entity and breaches any non-competition agreement with the Company, a Subsidiary or a Designated Affiliated Entity, the Participant will be required to repay to
the Company the cash equivalent of each Share delivered to, and an amount equal to any cash paid to or on behalf of, the Participant under this Plan in the 12 months immediately preceding the
breach, such payment to be made within ten days of receipt by the Participant of a written demand for payment from the Company. For purposes of this Section 7.7, the cash equivalent of any
Share delivered to a Participant will be an amount equal to the Market Price determined as of the date the Share was so delivered to the Participant.

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7.8       If there is a Change of Control, the Release Date for all Restricted Share Units and Performance Units shall be the date
of the Change of Control. All Performance Share Units shall be considered to have vested as if the median level of performance specified in the conditions attaching to the Grant of the Performance
Units had been achieved as of the date of the Change of Control.

8.         SETTLEMENT

8.1       The number of Shares to be provided to a Participant in respect of Units shall be equal to the whole number of Share
Units which are to be released. Where, under section 6.1 or section 6.2, the number of Units allocated would result in satisfaction of a fractional Unit in the form of a fractional
Share, the number of Units to be satisfied in the form of Shares shall be rounded down to the next whole number of Performance Units. No fractional Shares shall be provided nor shall cash be paid at
any time in lieu of any such fractional interest. Any such fractional interest of a Unit which, together with other fractional interests, form a whole Unit, shall be provided in the form of a
Share as part of the Units of the Participant to be satisfied on the next applicable Release Date, if any.

8.2       If so determined by the Company, in lieu of the provision of Shares in respect of Restricted Share Units or in respect of
those Performance Share Units that, at the time of Grant, the Company has specified can be satisfied in Shares or cash, the Company may, at its option, satisfy its obligation to provide Shares under
the Plan, in whole or in part, by the payment of a cash amount to a Participant on the Release Date. The amount of such payment shall be equal to the number of Shares in respect of which the Company
makes such a determination, multiplied by the Market Price on the Release Date, subject to any applicable withholding tax.

9.         CHANGES IN SHARE CAPITAL

9.1       If the number of outstanding Shares shall be increased or decreased as a result of a stock split, consolidation,
subdivision, reclassification or recapitalization and not as a result of the issuance of Shares for additional consideration or by way of a stock dividend in the ordinary course, the Company may make
appropriate adjustments to the number of Units granted to each Participant. Any determinations by the Company as to the adjustments shall be made in its sole discretion and all such adjustments shall
be conclusive and binding for all purposes under this Plan.

10.       REORGANIZATION

10.1     In the event of a Reorganization or proposed Reorganization, the Company, at its option, may, subject to Stock Exchange
Rules, do either of the following:



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10.2     The Company may specify in any notice or offer made under section 10.1, that, if for any reason, the
Reorganization is not completed, the Company may revoke such notice or offer. The Company may exercise such right by further notice in writing to the Participant and the Unit shall thereafter continue
to be allocated to the Participant in accordance with its terms.

10.3     Subsections (a) and (b) of section 10.1 are intended to be permissive and may be
utilized independently or successively or in combination or otherwise, and nothing therein contained shall be construed as limiting or affecting the ability of the Company to deal with Units in any
other manner.

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