Exhibit 4.5  EXECUTIVE EMPLOYMENT AGREEMENT  MEMORANDUM OF AGREEMENT amended and restated
as of the 26 day of July, 2007.  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 -  PAUL NICOLETTI, of Toronto, Ontario (hereinafter
called the Executive),  OF THE THIRD PART.  WHEREAS the Executive is Executive Vice
President and 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 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 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;  2


(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 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  3


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;  (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  4


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 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 conditionsor
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;  (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;  5


(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,  (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  6


(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)Potential Change in Control shall be deemed
to have occurred if any one of the following occurs:  (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;  (x)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;  7


(iii)Right means a stock appreciation right and
includes stock appreciation rights granted under the LTIP and/or any other
future plans;  (y)Shares shall have the meaning given to such
term in the LTIP;  (z)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;  (aa)Trade Secrets shall have the meaning set out
in section 13(a) of this Agreement; and  (bb)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 Good Reason or Good Reason upon a
Change in Control). Without limitation of the foregoing, the Executive shall
occupy the office of Senior Vice President and Corporate Treasurer 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  8


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 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 Financial 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  9


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.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.  10


(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 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  11


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):  (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  12


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 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;   13


(vii)for
greater certainty and notwithstanding anything to the contrary contained in the
Celestica Retirement Plan (the Plan) and the Celestica Supplementary
Retirement Plan (the SERP), in respect of the two year notice period
following the Date of Termination, the Corporation shall contribute to the
Executives Retirement Account (as defined under the Plan) and credit notional
contributions to the Executives Uncapped Retirement Account (as defined under
the SERP) and investment earnings will continue to be earned (or notionally
earned in the case of the Uncapped Retirement Account), in accordance with the
terms of the Plan and the SERP, respectively, based on the Compensation (as
defined under the Plan) that the Executive would otherwise have received from
the Corporation had the Executives employment not been terminated.  At the end of the two year notice period, the
Executive will receive his or her Retirement Account and Uncapped Retirement
Account balances in accordance with the terms of the Plan and the SERP,
respectively.  (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:  (i)in lieu of notice, the Corporation shall pay to the Executive the
aggregate of the following amounts (less any deductions required by law):  (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  14


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;  (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; and,(vii)
  for greater certainty and notwithstanding
  anything to the contrary contained in the Plan and the SERP, in respect of
  the three year notice period following the Date of Termination, the
  Corporation shall contribute to the Executives Retirement Account (as defined
  under the Plan) and credit notional contributions to the Executives Uncapped
  Retirement Account (as defined under the SERP) and investment earnings will
  continue to be earned (or notionally earned in the case of   15


the Uncapped Retirement Account), in
accordance with the terms of the Plan and the SERP, respectively, based on the
Compensation (as defined under the Plan) that the Executive would otherwise
have received from the Corporation had the Executives employment not been
terminated.  At the end of the three year
notice period, the Executive will receive his or her Retirement Account and
Uncapped Retirement Account in accordance with the terms of the Plan and the
SERP, respectively.  (e)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.  (f)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 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  16


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,(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;  17


(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 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  18


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 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.  19


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 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.  20


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.Severability  If any provision of the Agreement, including
the breadth or scope of such provision, shall be held by any court of competent
jurisdiction 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.  22.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 19.  23.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.  21


24.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).  25.Time of Essence  Time shall be of the essence of this
Agreement in all respects.  26.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.  27.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.  28.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  22


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.  29.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.  30.Statutory Deductions and Withholdings  All payments provided to the Executive
pursuant to this Agreement are subject to necessary statutory deductions and
withholdings.  31.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.  32.Entire Agreement  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.  33.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.
12 Concorde Place, 5th Floor
Toronto, ON
M3C 3R8  23


Attention:
  General
  CounselFax No.:
  (416)
  448-2817  (b)If to the Executive:  Paul Nicoletti
32 Kilbarry Road
Toronto, ON  M5P 1K5  Fax No.:416-484-9376  34.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.  IN WITNESS WHEREOF the parties
hereto have executed this Agreement effective as of the date first above
written.  CELESTICA
  INC.by
  /s/
  Craig MuhlhauserName:   Craig MuhlhauserTitle:   Chief Executive
  OfficerCELESTICA
  INTERNATIONAL INC.by
  /s/
  Craig MuhlhauserName:    Craig MuhlhauserTitle:   Chief Executive
  OfficerSIGNED, SEALED & DELIVERED
  in the presence of:/s/ Elizabeth L. DelBianco
  /s/ Paul NicolettiWitness: Elizabeth DelBianco
  Paul Nicoletti  24