Exhibit 4.4  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 -  CELESTICA CORPORATION, a Delaware
Corporation (hereinafter included as the
Corporation)  OF THE THIRD PART,  - and -  CRAIG H. MUHLHAUSER of Princeton, New Jersey,
(hereinafter called the Executive),  OF THE FOURTH PART.  WHEREAS the Executive has been appointed as
Chief Executive 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 Board, which
specifically identifies the manner in which the Executive has not substantially
performed the Executives duties and specifically identifies  2


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 honour the
Executives fiduciary duties to the Corporation; or,  (vi)the failure by the Executive to follow the
direct written instructions of the Board, 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;  (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  3


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 the Celestica Share Unit Plan made
as of December 9, 2004 as amended from time to time;  (h)Date of Grant shall have the meaning given to
such term in the LTIP;  (i)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;  (j)Employment Period shall have the meaning set
out in section 12(b) of this Agreement;  (k)Executive shall have the meaning first set
forth above;  (l)Good Reason for the 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  4


adverse
respect of such position, authority, duties or responsibilities, 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 a reduction applicable to all executives 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;  (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 as determined
by the Board in good faith and consistent with past practice and current market
conditions, 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  5


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 27 hereof;  (viii)any other
purported termination by the Corporation of the Executives employment other
than for Cause.  (m)Good Reason Upon A Change in Control for the
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(l)(i) through (viii) inclusive,
unless, in the case of any act or failure to act described in Section 1(l)(i),
(v), (vi) or (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;  (n)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;  (o)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;  (p)Option means an option to purchase shares in
the capital of the Corporation granted under the LTIP and/or any other future
plans;  (q)Performance-Contingent Option means an option
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 option;  6


(r)Permanently Disabled shall have the meaning
set out in section 12(b) of this Agreement;  (s)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;  (t)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;  (u)Right means a stock appreciation right and
includes stock appreciation rights granted under the LTIP and/or any other
future plans;  (v)RSUs means, as applicable in the
circumstances, Performance Units granted under the LTIP or the CSUP, Restricted
Share Units granted under the CSUP and, any share units or similar rights
granted or issued under any other plan providing for equity or equity-based
incentives or compensation other than the ESPO Plan or Options;  (w)RSU Rights shall mean the Executives
entitlements and rights under and determined in accordance with CSUP, the LTIP,
or other applicable plan or arrangement, 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;  (x)Section 409A shall mean
Section 409A of the United States Internal Revenue Code and all
regulations thereunder;  (y)Shares shall have the meaning given to such
term in the LTIP;  (z)Target Bonus means one hundred (100%) 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;  7


(aa)Trade Secrets shall have the meaning set out
in section 14(a) of this Agreement;  (bb)USIRC means the Internal Revenue Code of 1986
of the United States of America or any successor statute of the United States
of America, as either may be amended from time to time (any reference to a
particular Section of the USIRC includes any comparable provision of the
Internal Revenue Code of 1986 of the United States of America or any such
successor statute that may be enacted after the date of this Agreement); and,  (cc)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 Board
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 Board as the Board 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 Chief Executive Officer 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, in addition to the two boards of directors
on which the Executive serves on the date hereof disclosed to the Corporation,
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 Board. The
Executive shall report fully to the Board 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.  8


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. Such
benefits shall include the lease of a car for the Executives use of a type as
is reasonable in the circumstances.  (c)Most Favoured Nation. The Executive understands that no employee of
the Corporation has or will have remuneration as described in this section 4
which is greater than or superior to the Executives and should the Corporation
decide to commit to better terms with a future executive, it will review and
where necessary to achieve the intent of this section 4(c), adjust the
Executives remuneration package.  5.Salary and Bonus Adjustments  (a)The Board 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.  6.Additional Payments  (a)Rental and Commuting Expenses. The Corporation shall either reimburse the
Executive for the reasonable rental costs incurred by the Executive for the
Executives rental accommodations in Toronto or lease an apartment for the
Executives use. The Corporation shall reimburse the Executive for the
Executives reasonable costs incurred by the Executive in travelling to and
from the Executives permanent residence. The Executive shall submit an expense
report together with supporting documentation as required under the Corporations
normal procedures for the submission of expense reports or such other
documentation as may be requested by the Corporation from time to time. The
Executive shall have the ability to use the Corporations chartered airplane
for business purposes.  (b)Tax Equalization.  (i)The Corporation agrees to equalize the
Executives tax position on an annual basis such that the Executive will not
bear more tax on an annual basis than he would bear if he were earning his
total compensation in the United States. To accomplish such equalization, the
actual combined United States and Canadian tax (including social security and
state and  9


local
taxes) paid each quarter by the Executive on his total compensation (including
any taxable benefits, such as, for example, any housing or commuting costs and
any tax equalization payments made pursuant to this clause or clause (c) or (d)
below in such year) (the actual tax) will be compared to the theoretical
U.S. tax (defined below), and the Corporation will reimburse the Executive for
the excess of the actual tax over the theoretical U.S. tax. The parties
acknowledge that the quarterly tax equalization calculation will be an
estimated tax calculation and that a reconciliation tax equalization
calculation will be done on an annual basis. In the event that pursuant to such
reconciliation tax equalization calculation the theoretical U.S. tax is in
excess of the actual tax on an annual basis, the Corporation will be credited
with such excess to be applied by the Corporation against the Corporations
future obligations to the Executive, pursuant to this Agreement or otherwise.  (ii)An estimated tax equalization calculation shall
be made within sixty (60) days of any resignation of employment by the
Executive or any termination of the Executives employment by the Corporation. In
the event that, pursuant to such estimated equalization tax calculation,  (a) the actual tax is in excess of the
theoretical U.S. tax, the Corporation will reimburse the Executive for such
excess; and (b) if the theoretical tax is in excess of the actual tax, the
Executive shall repay such excess to the Corporation by: (i) the Corporation
deducting such excess from any monies payable to the Executive by the
Corporation pursuant to this Agreement or otherwise; and (ii) if such excess is
not repaid in full under (i), the Executive shall make payment of the remaining
balance within sixty (60) days of the date of the estimated equalization tax
calculation. A final tax equalization calculation shall be made by March 31 in
the year following the year in which the Executive resigned his employment or
the Executives employment was terminated by the Corporation. The Executive
will reimburse the Corporation the necessary amount if the estimated tax
equalization calculation is greater than the final tax equalization calculation.
The Corporation will reimburse the Executive the necessary amount if the
estimated tax equalization calculation is less than the final tax equalization
calculation. Any payment required to be made pursuant to the final tax
equalization calculation shall be made on or before April 30 in the year in
which the final tax equalization calculation is made.  (iii)The theoretical U.S. tax will be calculated
based on the total compensation (as per the above) received by the Executive,
assuming the Executive is a resident of the U.S. and that his compensation was
earned from services performed there and assuming that the payments provided
for in (a) and (d) in this Section are not taxable benefits to the Executive. Federal,
state and any local taxes will be included in the calculation, as will social
security contributions. The state tax rate will be that applicable in the state
of the Executives current residence (or last  10


residence,
if no longer a resident of any state). For the purposes of determining
exemptions and deductions, this calculation will take into account the
Executives actual personal/marital status.  (c)Foreign Exchange Recalculation
and Adjustment.  (i)The Executives Annual Base Salary is in
American dollars and shall be paid in Canadian dollars. The Corporation shall
ensure that the amount paid to the Executive in Canadian dollars is equal to
the Executives Annual Base Salary in American dollars by conducting, on a
quarterly basis, a foreign exchange recalculation. Such recalculation will be
done on the basis of determining the average daily exchange rate for each month
in the quarter, and applying such rate to the amount of the Annual Base Salary
payable for each month in the quarter. In the event that such a recalculation
results in the Executive having been paid less than his Annual Base Salary for
such quarter year, the Corporation shall make payment to the Executive of the
difference. In the event that such recalculation results in the Executive
having been paid more than his Annual Base Salary for such quarter year, the
Corporation shall be credited with such excess amount to be applied by the
Corporation against the Corporations future obligations to the Executive
pursuant to this Agreement or otherwise. A final foreign exchange recalculation
shall be made within sixty (60) days of any resignation of employment by the
Executive or any termination of the Executives employment by the Corporation. In
the event that, pursuant to the final foreign exchange recalculation, (a) the
Executive has been paid less than his Annual Base Salary (pro-rated to such
date of resignation or termination), the Corporation shall make payment to the
Executive of the difference; and, (b) the Executive has been paid more than his
Annual Base Salary (pro-rated to such date of resignation or termination), the
Executive shall repay such excess to the Corporation by: (i) the Corporation
deducting such excess from any monies payable to the Executive by the
Corporation pursuant to this Agreement or otherwise; and (ii) if such excess is
not repaid in full under (i), the Executive shall make payment of the remaining
balance within sixty (60) days of the date of the final foreign exchange
recalculation.  (ii)The Corporation shall also ensure that the
amount paid to the Executive in Canadian dollars for payments under sections
13(c)(i) and (d)(i) is equal to the Executives entitlement in American
dollars, by recalculating such amount based on the foreign exchange rate on the
seventh business day preceding the normal payroll processing date of the
Corporation and its applicable subsidiary on which such payments are made.  (d)Income Tax Return. The Corporation will pay the fees incurred by
the Executive for the preparation and filing of the Executives annual income
tax return and the  11


calculation
of any quarterly tax instalments for each year of the Executives employment
with the Corporation.  7.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, provided such
vacation shall in no event be less than four (4) weeks. 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.  8.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.  9.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.  10.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.  11.Vesting of Options, Stock Appreciation Rights,
Performance-Contingent Options and RSU 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 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.  12


(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)           RSU
Rights. Upon a Change in Control or upon termination of the
Executives employment without cause during the Change in Control Period or
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
RSUs shall be deemed to be triggered and the Executive shall be entitled to the
Executives RSU Rights in respect thereto.  12.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 except for any rights accrued or vested prior to the effective
date of resignation.  13.Severance Payments and Entitlements  (a)           Termination
for Cause. Upon termination of the Executives employment for
Cause as described in section 12(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  13


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 and
Rights granted under the LTIP and any RSUs terminate effective the Date of
Termination and may not be exercised thereafter, except for any rights accrued
or vested prior to the Date of Termination.  (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 12(b), except as otherwise
provided under the ESPO Plan, the LTIP, the RSU Rights 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 or Permanent Disability, the pro-rata portion, of the Executives annual
Target Bonus for the year in which the Executives death or Permanent
Disability occurs. In the case of Permanent Disability, all such payments shall
be made in a single lump sum thirty (30) days after the Executives employment
terminates because of such Permanent Disability. 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) the Executives termination
of his employment for Good Reason:  (i)the Executive shall be entitled to receive, and
the Corporation shall pay to the Executive, within 60 days of the Date of
Termination, in lieu of 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, excluding the additional payments provided
for in Section 6 of this Agreement, 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 annual
bonus, determined on the basis of the expected financial results for the fiscal
year in which the Date of Termination occurs, (without reference to or
inclusion of personal performance factors but with reference to or inclusion of
relative performance factors), calculated by  14


multiplying
(1) the bonus amount as so determined 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
simple average of the annual bonus determined for the Executive for the two
prior completed fiscal years of the Corporation;  (ii)the Executive shall be entitled to receive, and
the Corporation shall pay to the Executive, within 60 days of the Date of
Termination, a cash payment which on an after-tax basis is 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 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, excluding the additional payments provided for in
Section 6 of this Agreement, (or in the case of 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) and
assuming costs paid by the Executive no greater than that which the Executive
would have paid while employed 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 30 days after the expiry of such
twelve week period and the original expiry date of such Option,
Performance-Contingent Option or Right;  (iv)RSUs which are not subject to performance
conditions as to vesting shall vest immediately on a pro rata basis based on
the number of full years (with no credit for partial years) of employment
completed between the date of grant and the termination of employment, and
unvested RSUs which are subject to performance conditions as to vesting shall
be forfeited and cancelled; and  15


(v)the Corporation shall contribute to the
Executives defined contribution pension plan and to its Supplementary
Executive Retirement Plan with the Corporation 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 the Corporations
pension contributions for the Executive under each such plan for the three year
period following 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) 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), within 60 days of the Date of Termination:  (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, including the additional payments
provided for in Section 6 of this Agreement, 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 annual
bonus, determined on the basis of the expected financial results for the fiscal
year in which the Date of Termination occurs, (with reference to and inclusion
of personal performance factors but without reference to or inclusion of
relative performance factors), calculated by multiplying (1) the bonus amount
as so determined 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
simple average of the annual bonus determined for the Executive for the three
prior completed fiscal years of the Corporation;  (ii)the Executive shall be entitled to receive, and
the Corporation shall pay to the Executive, within 60 days of the Date of
Termination, a cash  16


payment
which, on an after-tax basis, is 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 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, excluding the additional payments provided for in Section 6
of this Agreement, (or in the case of 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) and assuming costs paid
by the Executive no greater than that which the Executive would have paid while
employed for the three-year period following the Date of Termination;  (iii)all Options and Rights vest pursuant to section
11(a) hereof and shall be exercisable for the remainder of the term to expiry
of each such Option or Right;  (iv)all unvested and unexercised Performance-Contingent
Options vest pursuant to section 11(b) hereof and shall be exercisable for the
remainder of the term to expiry of each such Performance-Contingent Option;  (v)unvested RSUs which are not subject to
performance conditions to vesting shall immediately fully vest in such event,
and RSUs which are subject to performance conditions as to vesting shall vest
at the median (target) level of performance unless the Board resolution
authorizing the grant provides otherwise; and,  (vi)the Corporation shall contribute to the
Executives defined contribution pension plan and to its Supplementary
Executive Retirement Plan with the Corporation 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 the Corporations pension
contributions for the Executive under each such plan for the three year period
following the Date of Termination.  (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  17


termination
of the Executives employment under the provision so indicated; and, be
delivered within sixty (60) days of the Executive becoming aware 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 13 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 13, and the
Corporation shall not initiate injunctive proceeding in a court of competent
jurisdiction or any arbitration proceeding pursuant to Section 19 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 19.  (g)           Delay in
Payment. Notwithstanding anything herein to the contrary, in the
event that, at the time the Executives employment with the Corporation
terminates, the Corporation remains publicly traded (within the meaning of
Section 409A) and the Executive is a specified employee (within the meaning
of Section 409A) any amounts under this Section that are payable during
the first six (6) months following the Executives termination of employment
shall be reduced to the maximum amount allowable under Section 409A; any
amounts that are not paid during such six-month period because of the above
limitations shall be paid six months and one day following the Executives
termination. All other amounts shall be paid in accordance with their terms.  14.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  18


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
three 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 or known to the
Executive prior to becoming an employee of the Corporation or a subsidiary of
the Corporation;  (ii)be a party to or abet any solicitation of
customers, clients, or suppliers of the Corporation or any of its subsidiaries
or associates for or with respect to any business that is in competition with
the Business of the Corporation (as defined below), to transfer business from
the Corporation or any of its subsidiaries or associates to any other person,  19


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; or,  (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 14 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 14 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 14 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 14 (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 14 (b)(i) to (iii);  20


(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.  15.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.  16.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.  17.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.  21


18.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 and the parties hereto specifically attorn to the
jurisdiction of the courts of the Province of Ontario.  19.Arbitration Clause  (a)           With the exception of
Section 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 Section 14, 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.  22


Each party represents to the other each of
these individuals are independent from them.  20.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 19 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.  21.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
reasonable solicitors fees incurred in respect thereof) by any person in any
way arising out of, relating to, or in connection with any incorrectness of
breach of the representations and warranties in this Section 21.  22.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.  23.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).  24.Time of Essence  Time shall be of the essence of this
Agreement in all respects.  23


25.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.  26.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 and other
than the Executives right to claim indemnification under corporate law and any
agreement of the Corporation to provide indemnification to the Executive. 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.  27.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
13(d) 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.  24


28.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.  29.Statutory Deductions and Withholdings  All payments provided to the Executive
pursuant to this Agreement are subject to necessary statutory deductions and
withholdings.  30.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.  31.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.  32.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
M3C 1H7  Attention:
  General CounselFax No.:
  (416) 448-2817  (b)If to the Executive:  Craig H. Muhlhauser
94 Library Place
Princeton, NJ
U.S.A. 08540  25


Fax No.:609-924-1492  33.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/ Robert CrandallName:Title:CELESTICA INTERNATIONAL INC.by
  /s/ Paul NicolettiName:Title:CELESTICA CORPORATIONby
  /s/ Michael PashosName:Title:SIGNED,
  SEALED & DELIVERED
  in the presence of:/s/ Craig H. MuhlhauserWitness (name):
  
  CRAIG
  H. MUHLHAUSER  26