**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**Form 10-K/A**

 

**Amendment No.2**

 

**(Mark One)**
| **x**                                                                                                                                                                                                                      | ** ** | **ANNUAL REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**     |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------|
| ** **                                                                                                                                                                                                                 |
| **For the  fiscal year ended September 27, 2008**                                                                                                                                                                     |
| ** **                                                                                                                                                                                                                 |
| **or**                                                                                                                                                                                                                     |
| ** **                                                                                                                                                                                                                 |
| **o**                                                                                                                                                                                                                      | ** ** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
| ** **                                                                                                                                                                                                                 |
| **For the  transition period  from               to               ** |

 

**Commission file number: 0-21272**

 

**Sanmina-SCI Corporation**

(Exact name of registrant asspecified in its charter)

 

| **Delaware**(State or other jurisdiction of  incorporation or organization)        | ** ** | **77-0228183**(I.R.S. Employer  Identification Number) |
|------------------------------------------------------------------------------------|------------|--------------------------------------------------------|
| ** **                                                                         | ** ** | ** **                                             |
| **2700 North  First Street, San Jose, CA**(Address of principal executive offices) | ** ** | **95134**(Zip Code)                                    |

 

Registrant’s telephonenumber, including area code:

**(408) 964-3500**

 

Securities registeredpursuant to Section 12(b) of the Exchange Act:

**Common Stock, $0.01 Par Value**

 

Securities registeredpursuant to Section 12(g) of the Exchange Act:

**None**

 

(Title of Class)

 

Indicate by check mark if theregistrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. Yes o  No x

 

Indicate by check mark if theregistrant is not required to file reports pursuant to Section 13 or Section15(d) of the Exchange Act. Yes o  No x

 

Indicate by check markwhether the registrant: (1) has filed all reports required to be filed by Section 13or 15(d) of the Exchange Act during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past90 days. Yes x   No o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of the registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K orany amendment to this Form 10-K. o

 

Indicate by check mark whetherthe registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and postedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (orfor such shorter period that the registrant was required to submit and postsuch files). Yes o  No o

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See definitions of “largeaccelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2of the Exchange Act. (Check one):

 

| Large accelerated  filer x                                             |   | Accelerated filer o               |
|-----------------------------------------------------------------------------|--------|-----------------------------------|
| Non-accelerated filer o  (Do not check if a smaller reporting company) |   | Smaller reporting  company o |

 

Indicate by check mark whetherthe registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct). Yes o  No x

 

The aggregate value of CommonStock held by non-affiliates of the Registrant was approximately $570,437,000as of March 28, 2008 based upon the average of Registrant’s Common Stockreported for such date on the NASDAQ National Market. Shares of Common Stockheld by each executive officer and director and by each entity who owns 5% ormore of the outstanding Common Stock have been excluded in that such personsmay be deemed to be affiliates. The determination of affiliate status is notnecessarily a conclusive determination for other purposes. As of November 14,2008, the Registrant had outstanding 531,206,988 shares of Common Stock.

 

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**DOCUMENTS INCORPORATED BY REFERENCE**

 

Certain information isincorporated into Part III of this report by reference to the ProxyStatement for the Registrant’s annual meeting of stockholders held on January 26,2009, which was filed with the Securities and Exchange Commission pursuant toRegulation 14A within 120 days after the end of the fiscal yearcovered by this Form 10-K.

 

 

 

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**EXPLANATORY NOTE**

 

TheRegistrant is filing this Amendment No. 2 on Form 10-K/A to itsAnnual Report on Form 10-K for the fiscal year ended September 27,2008, as amended (the “Original Form 10-K”) solely in order to amend theCompensation Discussion and Analysis portion of Item 11 thereof to includeadditional information concerning the factors considered by the CompensationCommittee in awarding bonuses and stock options to the named executive officersfor fiscal 2008.  Per the rules ofthe Securities and Exchange Commission, all other disclosures required by Item11 of Form 10-K and previously included in the Original Form 10-Khave been repeated. No other part of Item 11 has been changed.

 

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**PART III**

 

**Item 11. Executive Compensation**

 

**Compensation Committee Interlocks and InsiderParticipation**

 

None of the members of theCompensation Committee are employees of Sanmina-SCI. During fiscal 2008, noexecutive officer of Sanmina-SCI (i) served as a member of thecompensation committee (or other board committee performing similar functionsor, in the absence of any such committee, the Board of Directors) of anotherentity, one of whose executive officers served on Sanmina-SCI’s CompensationCommittee, (ii) served as a director of another entity, one of whoseexecutive officers served on Sanmina-SCI’s Compensation Committee, or (iii) servedas a member of the compensation committee (or other board committee performingsimilar functions or, in the absence of any such committee, the board ofdirectors) of another entity, one of whose executive officers served as adirector of Sanmina-SCI.

 

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**EXECUTIVECOMPENSATION AND RELATED INFORMATION**

 

**COMPENSATION DISCUSSION AND ANALYSIS**

 

**Overview of Compensation Philosophy**

 

We believe that strongfinancial performance, on a consistent, predictable basis, is the most certainavenue through which we can increase long-term stockholder value. Accordingly,we have designed compensation programs to reward our executive officers basedon our overall financial results and the individual contributions of ourexecutive officers.

 

In particular, our executivecompensation policies are designed to:

 

·                  attract andretain qualified executives who will contribute both to our long-term successand to our short-term performance;

 

·                  rewardexecutives for achieving or exceeding measurable results;

 

·                  create a directlink between corporate success and individual performance and rewards;

 

·                  reinforce asense of ownership and overall entrepreneurial spirit;

 

·                  help ensurethat bonuses are based primarily on the most pertinent and specific metrics forour business; and

 

·                  maintainappropriate levels of dilution attributable to equity programs.

 

The Compensation Committeeof the Board oversees our compensation philosophy and objectives. The Committeeuses the above-mentioned objectives as a guide in establishing the compensationprograms, packages and practices offered to our executive officers and inassessing the proper allocation between long-term and short-term incentivecompensation and cash and non-cash compensation.

 

Throughout this CompensationDiscussion and Analysis, the individuals who served as our Chief ExecutiveOfficer and Chief Financial Officer during fiscal 2008, as well as the otherindividuals included in the “Summary Compensation Table” in the ProxyStatement, are referred to as the “named executive officers.”

 

The following are generalprinciples and practices followed by the Committee in determining executivecompensation:

 

*Use ofTally Sheets.*  Tally sheetsare spreadsheets used to view an executive’s total compensation. The Committeeuses tally sheets to help in assessing whether adjustments are appropriate tobase salaries, bonuses and/or equity grants.

 

*InternalPay Equity.*  TheCommittee considers the relationship of the Chief Executive Officer’scompensation to that of the other named executive officers as a generalguideline in determining executive compensation. However, the Committee doesnot seek to maintain a particular ratio between the remuneration of the ChiefExecutive Officer and that of other officers.

 

*WealthAccumulation.*  TheCommittee considers the value of unvested restricted stock units andin-the-money stock options, as well as the amount of prior stock sales byexecutive officers, in setting their cash and equity compensation levels.

 

*Types ofCompensation.*  During fiscal2008, the compensation for our named executive officers consisted of threeprimary components: base salary, cash bonuses and equity compensation awards.The Committee does not have a formal or informal policy regarding theallocation between long-term and short-term compensation and cash and non-cashcompensation. The Committee determines the proper allocations by consideringthe balance that is required to retain executives and reward them for their dayto day responsibilities while appropriately motivating executives to strive toachieve our long-term goals, such as profitability and increasing stockholdervalue.

 

*RetentionIncentives.*  TheCommittee also considers the need to offer compensation packages that arecomparable to those offered by companies competing with us for executivetalent. Therefore, the Committee conducts an annual review of our compensationprograms and considers information from comparable companies in determiningcompensation packages.

 

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**Role and Authority of our Compensation Committee**

 

The Compensation Committeeof our Board:

 

·                  oversees ourcompensation policies, plans and benefit programs;

 

·                  reviews andapproves the compensation of all of our executive officers (including our ChiefExecutive Officer and other named executive officers);

 

·                  reviews andapproves our annual cash bonus programs; and

 

·                  designs andadministers our equity compensation plans.

 

The members of theCompensation Committee are Wayne Shortridge, Neil R. Bonke, Alain Couder andJoseph G. Licata, Jr. Mr. Shortridge currently serves as the Chairmanof the Committee and served as Chairman of the Committee during fiscal 2008.Each member of the Committee is an “independent director” under the NASDAQlisting requirements and is a “non-employee director” under Rule 16b-3 ofthe Securities Exchange Act of 1934.

 

The Committee meets at leastquarterly throughout each year, including early in each fiscal year toestablish target compensation levels for our executive officers for the fiscalyear, to approve the annual bonus plan for the fiscal year, to grant equityawards and to approve executive officer bonuses for the previous fiscal year.

 

In addition, the Board andthe Committee have delegated limited authority to our Chief Executive Officerand our General Counsel (the “Designated Approvers”) to grant equity awardswithin certain parameters. The Designated Approvers may grant awards only withrespect to employees who have not been designated Section 16 officers, as thatterm is defined under the Exchange Act and who are not Presidents of businessunits, Senior Vice Presidents or Executive Vice Presidents who report directlyto our Chief Executive Officer. In any fiscal year, the Designated Approversmay grant, in the aggregate, stock options and other equity awards (includingrestricted stock units or restricted stock awards) covering no more than 50,000shares to any individual and 1,000,000 shares to all employees.

 

**Role of Executive Officers in Compensation Decisions**

 

Our Chief Executive Officer,President and Chief Operating Officer and Executive Vice President and GeneralCounsel regularly attend the Committee’s meetings, but are excused, asappropriate, when certain matters of executive compensation are discussed. Inaddition, the Chief Executive Officer and President and Chief Operating Officermake recommendations to the Committee with respect to the compensation payableto the named executive officers who report them and other employees. However,the Committee is not bound by such officers’ recommendations and makes alldecisions with respect to the Chief Executive Officer’s compensation withouthis input or him being present during such discussions.

 

**Role and Independence of Compensation Consultant**

 

The Committee has the soleauthority to hire and terminate compensation consultants. The Committeeretained Compensia, Inc., an executive compensation consulting firm, toconduct an annual review of our compensation program for executive officers andto provide and assist in the analysis of benchmark compensation data withrespect to our executive compensation arrangements for fiscal 2008. TheCommittee has engaged Compensia to conduct a similar review of our compensationprogram for executive officers for fiscal 2009.

 

Sanmina-SCI uses itsconsultant, Compensia, Inc., to review the materials provided theCommittee for accuracy and completeness, to provide the Committee withinformation regarding compensation trends generally, as well as industryspecific compensation trends, to answer questions the Committee may haveregarding compensation issues and to advise the Committee whether itscompensation decisions are within industry norms.

 

Compensia reported solely tothe Committee and our management was not involved in the negotiations of feescharged by Compensia or in the determination of the scope of work performed byCompensia. In addition, Compensia did not perform any services for us or theCommittee other than providing advice concerning executive and director compensation.As a result, the Committee believes that Compensia should be considered to beindependent of Sanmina-SCI.

 

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**Review of Peer Group Data**

 

In making compensationdecisions for fiscal 2008, the Committee examined competitive market practicesfor base salary, cash bonuses and equity compensation awards for global,diversified electronics manufacturing services, or EMS, companies,high-technology manufacturing companies of comparable revenue and certain durablegoods manufacturing and other companies. The Committee included certain durablegoods companies in the peer group because, like Sanmina-SCI, they havenumerous, geographically dispersed manufacturing operations and sell as endproducts complex, highly engineered assembled products.

 

Data on compensationpractices of peer group companies generally was gathered through publiclyavailable information. Compensia also used the Proprietary High-Tech ExecutiveCompensation Database for data on technology manufacturing companies. Inaddition, the Committee used the Watson Wyatt Report on Top Management Surveyto obtain information on comparable executives at durable goods manufacturingcompanies. While the report provides a list of participating companies, it doesnot identify companies by name when providing information by revenue size andthe durable goods manufacturing business segment.

 

The peer group companiesincluded the following:

 

*EMS Peer Companies*

 

·*                 *Celestica, Inc.

 

·                  FlextronicsInternational Ltd.

 

·                  Jabil Circuit, Inc.

 

·                  PlexusCorporation

 

*High-Technology Manufacturing Peer Companies*

 

·*                 *Advanced Micro Devices, Inc.

 

·                  Agilent Technologies, Inc.

 

·                  Dover Corporation

 

·                  Infineon Technologies AG

 

·                  Lexmark International, Inc.

 

·                  Micron Technology, Inc.

 

·                  NCR Corporation

 

·                  Network Appliance, Inc.

 

·                  Pitney Bowes, Inc.

 

·                  SanDisk Corporation

 

·                  SeagateTechnology

 

·                  Teleflex, Inc.

 

·                  VishayIntertechnology, Inc.

 

·                  Western DigitalCorporation

 

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**Components of Fiscal 2008 Compensation**

 

Our executive officercompensation program includes three main elements:

 

·                  base salary;

 

·                  cash bonuses;and

 

·                  equitycompensation in the form of stock options or restricted stock units.

 

We selected these componentsbecause we believe each is necessary to help us attract and retain executivetalent. These components also allow us to reward performance throughout thefiscal year and to provide an incentive for executives to appropriately balancetheir focus on short-term and long-term strategic goals. The Committee believesthat this set of components is effective and will continue to be effective inachieving the objectives of our compensation program and philosophy.

 

**Base Salary**

 

Base salary compensatesexecutive officers for their services rendered on a day-to-day basis. TheCommittee primarily considers individual performance, experience level, changesin individual roles and responsibilities during the year and competitivecompensation data in determining appropriate base salary levels for individualnamed executive officers.

 

In October 2008, theCommittee reviewed the base salary of each of the named executive officersagainst the base salaries of similarly situated executive officers of the peergroup. The Committee determined that named executive officer base salaries wereon average between the 25th and 50th percentile of base salaries for similarlysituated executive officers, lower than the targeted percentile. However,reflecting the Committee’s belief that a substantial portion of executive payshould be based upon Sanmina- SCI’s overall performance, the Committee did notchange base salaries for our named executive officers (including our ChiefExecutive Officer) for fiscal 2009.

 

**Bonuses**

 

Named executive officerswere eligible to receive bonuses under the Sanmina-SCI FY2008 Corporate AnnualGeneral & Administrative Short-Term Incentive Plan (the “2008Incentive Plan”) originally adopted by the Compensation Committee in November 2007.The 2008 Incentive Plan sets forth the methodology for calculating annualbonuses for fiscal 2008 for specified employees of Sanmina-SCI, includingexecutive officers, based upon achievement of specified corporate, divisionaland individual performance objectives.

 

*Determinationof Bonus Formula*

 

Under the 2008 IncentivePlan, Sanmina-SCI’s fiscal 2008 performance is measured against targets forrevenue and non-GAAP operating margin. This measurement results in a corporateperformance factor that is then adjusted up or down based upon target levels offree cash flow for the year and inventory turns and return on invested capitalexiting the fourth quarter of the year. The Committee chose these measuresbecause of its belief, based in part upon communications with stockholders,that these measures are the ones that most directly impact stockholder value.Because the Committee believes that revenue and operating margin are the mostimportant indicators of Sanmina-SCI’s performance, these two measures are theones used to determine the starting corporate performance factor. As a result,no bonuses were payable under the 2008 Incentive Plan unless Sanmina-SCIachieved revenue of at least $6.0 billion and non-GAAP operating margin of morethan 2.5% for specified operations. In setting such minimum level ofperformance, the Committee considered the degree of difficulty to reach suchminimum level and the need to retain key executive officers even if targetedlevels of financial performance were not achieved.

 

At the same time, inventoryturns and return on invested capital are recognized and frequently usedfinancial measures in the EMS industry. Similarly, for companies with long-termdebt like Sanmina-SCI, free cash flow indicates Sanmina-SCI’s ability toservice such debt. For these reasons, the Committee believed it appropriate toprovide for both upwards and downwards adjustment of the corporate performancefactor based on achievement or non-achievement of targets for these threemeasures. For fiscal 2008, inventory turns, return on invested capital and freecash flow measures all increased the corporate performance factor.

 

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*Determinationof Individual Bonuses*

 

In early fiscal 2008, namedexecutive officers were assigned a bonus target expressed as a percentage ofbase salary, except for the Chief Executive Officer, whose award was determinedby the Compensation Committee without reference to a target and solely on thebasis of Sanmina-SCI’s performance. The Committee believed that not initiallyapproving a specific bonus target for the Chief Executive Officer gave theCommittee maximum flexibility in adjusting the bonus for qualitative andquantitative Sanmina-SCI performance, performance compared to peers, the ChiefExecutive Officer’s ability to execute on Sanmina- SCI’s strategic plan andother factors determined by the Committee to be important in assessing chiefexecutive officer performance. For the other named executive officers, the Committeeset bonus targets primarily by comparing peer group compensation data andtargeting total cash compensation (inclusive of base salary) to be between the60th and 75th percentile oftotal compensation for similar executives at peer group companies.

 

Each named executive officer’sfiscal 2008 bonus was determined by reference to his bonus target establishedby the Committee, Sanmina-SCI’s corporate performance factor and achievement ofthe participant’s individual/divisional performance targets for fiscal 2008.

 

The formula for executivebonuses is driven by Sanmina-SCI’s performance against the factors discussedabove. The portion of the bonus attributable to corporate and/ordivisional/individual performance varies by individual. The dollar amounts ofnamed executive officer bonuses are determined as follows:

 

**(Base Salary ($)) ×(Individual Bonus Target Percentage (%)) × (Corporate Performance Factor (%)) ×(Corporate Performance Portion (%))**

 

**plus,**

 

**(Base Salary ($)) ×(Individual Bonus Target Percentage (%)) × (Corporate Performance Factor (%)) ×(Divisional/Individual Portion, adjusted for individual/divisional performance(%)).**

 

In determining achievement of individual performance targets for thenamed executive officers, the Committee took into account difficultindustry-wide business conditions during the fiscal year, as well as the factthat such conditions were factors outside of management’s control. In light ofthese conditions, the Committee determined that all of the named executiveofficers had met or exceeded their individual/divisional targets, for thefollowing reasons:

 

·                                          Jure Sola — fordemonstrating leadership during difficult business conditions, maintaining keycustomer relationships during the year, helping drive the turnaround in Sanmina-SCI’soperations in fiscal 2008 (specifically the successful divestiture ofSanmina-SCI’s PC business and the improvement in non-GAAP net income from aloss of $(0.11) per share in fiscal 2007 to net income of $0.13 per share infiscal 2008) and helping create a company strategic plan

 

·                                          Joseph Bronson —for initiating and overseeing a successful review of operations, focusing oncash management and improvement of the results of non-performing business units

 

·                                          Hari Pillai —for driving strong results in the EMS business unit, the Company’s corebusiness unit, during the fiscal year

 

·                                          David White —for contributing toward the successful divestiture of Sanmina-SCI’s PC divisionduring the fiscal year

 

·                                          Michael Tyler —for leading efforts to settle the Company’s derivative lawsuit, overseeinglegal aspects of the Company’s European restructuring activities and drivingcontinued implementation of governance and compliance reforms

 

As a result of these factors, and applying the formula set forth in the2008 Incentive Plan, the Committee approved fiscal 2008 bonuses for the namedexecutive officers in the amounts shown in the Summary Compensation Table, on page 35below.

 

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*Fiscal 2009 Bonus Plan*

 

In December 2008, the Committee approved the Sanmina-SCI Fiscal2009 Short-Term Incentive Plan (the “2009 Bonus Plan”). The 2009 Bonus Plansets forth the methodology for calculating annual bonuses for fiscal 2009 forspecified employees of Sanmina-SCI, including executive officers, based uponachievement of specified corporate, divisional and individual performanceobjectives.

 

Under the 2009 Bonus Plan, Sanmina-SCI’s fiscal 2009 performance ismeasured against targets for revenue, non-GAAP operating margin, free cashflow, inventory turns and return on invested capital. Should Sanmina-SCI notachieve a minimum performance against these targets, no bonuses shall bepayable under the 2009 Bonus Plan. Each participant’s bonus is determined byreference to an individual bonus target established by management (or, in thecase of Sanmina- SCI’s executive officers, by the Committee), Sanmina-SCI’sperformance against its targets, as described above, and achievement of theparticipant’s individual/divisional performance targets for fiscal 2009.

 

The Committee believes that achievement of the targeted level ofperformance under the 2009 Incentive Plan is moderately difficult based uponindustry-wide conditions and Sanmina-SCI’s internal forecasts.

 

Sanmina-SCI and the Compensation Committee retain the right toterminate or amend the 2009 Bonus Plan in any respect, including increasing ordecreasing the corporate performance and individual bonus targets.

 

**Long-Term Equity-Based Incentive Awards**

 

We provide long-term incentive compensation through awards of stockoptions, restricted stock and restricted stock units that generally vest overthree to five years. In some cases, the vesting of equity awards accelerates ifcertain goals are met, such as stock price targets. Our equity compensationprogram is intended to align the interests of our named executive officers withthose of our stockholders by creating an incentive for our named executiveofficers to maximize stockholder value. The equity compensation program alsoencourages our named executive officers to remain employed with us becauseunvested awards are forfeited upon termination of employment.

 

Sanmina-SCI grants equity awards to its named executive officers underthe stockholder-approved 1999 Stock Plan. Grants approved by the Committeebecome effective and, for stock options, are priced at the fair market value ofour common stock as of a predetermined future effective date in accordance withour Equity Award Administration Policy. The Committee has not granted, nor doesit intend in the future to grant, equity compensation awards to executives inanticipation of the release of material nonpublic information that is likely toresult in changes to the price of our common stock, such as a significantpositive or negative earnings announcement. Similarly, the Committee has nottimed, nor does it intend in the future to time, the release of materialnonpublic information based on equity award grant dates. Also, because equitycompensation awards typically vest over a three to five year period, the valueto recipients of any immediate increase in the price of our common stockfollowing a grant will be attenuated.

 

The number of shares granted each year to the named executive officersdepends upon each executive officer’s current holdings of equity, individualperformance, Sanmina-SCI’s stock price (and therefore the extent to whichcurrent option holdings are in-the-money) and the type of equity granted bypeer companies. While the Committee has granted full value awards, such asrestricted stock units, in the past to the named executive officers, theCommittee believes that, in general, stock options better align executives’incentives with stockholder interests. This is because such awards will notresult in any compensation unless the stock price, and therefore stockholdervalue, increases. In fiscal 2008, primarily as a result of a lower stock pricethat eliminated the need for the downside price protection of full value awardsand the fact that substantial full value awards had been granted the yearbefore, the Committee granted options to purchase 1,540,000 options to ournamed executive officers and no full value awards compared to options topurchase 500,000 shares and 2,040,000 restricted stock units in fiscal 2007.The total number of shares granted was down from fiscal 2007 due to the factthat Joseph Bronson and Michael Tyler had received large initial grants inconnection with their initial employment during fiscal 2007 and, as a result,the Committee determined that they should not be granted additional equityduring fiscal 2008. All of the options granted during fiscal 2008 vest over aspecified period of time, subject to such named executive officer’s continuedservice.

 

TheCommittee set fiscal 2008 equity levels for the named executive officersreceiving equity grants during fiscal 2008 primarily considering (1) theunderwater status of most of their options, (2) individual performance, (3) internalpay equity and (4) the current equity holdings, as follows:

 

·                                          UnderwaterOption Status - was a factor *increasing*the size of option grants to such named executive officers since at least 50%of options held by such named executive officers had exercise prices of atleast $7.00 per share compared to a fair market value of $1.98 per share on thefiscal 2008 option grant date

 

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·                                          IndividualPerformance - was a factor *increasing*size of option grants to such named executive officers due to their achievementof individual qualitative objectives during fiscal 2007

 

·                                          Internal PayEquity Guidelines - *reduced* thesize of Mr. Pillai’s grant relative to Mr. Sola’s grant and the sizeof Mr. White’s grant relative to Mr. Pillai’s grant

 

·                                          Current equityholdings —*did not contribute to an increaseor decrease* of equity grants to such named executive officers,taking into account their past option exercises, expiring underwater grants,currently outstanding stockholdings and remaining outstanding option grants

 

**Change-in-Control and Severance Arrangements**

 

The Committee has not todate found it necessary to approve broad-based change-in-control arrangementsand severance that would provide benefits and/or acceleration of vesting ofequity awards with its executive officers in case of specified terminations oremployment or transactions involving Sanmina-SCI. However, in one instance,involving the hiring of Sanmina-SCI’s Chief Financial Officer, Sanmina-SCI didagree to accelerate such officer’s equity grants in full in the event of achange-in-control involving Sanmina-SCI. In addition, in the case ofSanmina-SCI’s Executive Vice President and General Counsel, the Committeeagreed to provide salary continuation for one year following termination ofemployment without cause or resignation for good reason. Such arrangements weredeemed necessary to attract and retain such individuals and were consistentwith their arrangements with their prior employers. The Compensation Committeeis continuing to evaluate the advisability of adopting a change-in-controlarrangement covering additional officers.

 

**Other Benefits**

 

In addition to the cash andequity compensation discussed above, we provide our named executive officerswith a modest package of additional benefits that includes:

 

·                  healthinsurance, as generally available to U.S. employees;

 

·                  optionalparticipation in our 401(k) plan, as generally available to all U.S.employees (including any matching contributions on the same terms as otherparticipating employees);

 

·                  life insurance,as generally available to all U.S. employees;

 

·                  optionalparticipation in a non-qualified executive deferred compensation plan thatpermits executives to defer receipt of part or all of their base salary andbonus to a future date;

 

·                  vehicle allowance;and

 

·                  executive grouptravel accident insurance.

 

We do not provide thefollowing types of perquisites to executive officers:

 

·                  personal use ofcorporate assets;

 

·                  executivepension plans (SERPs);

 

·                  Sanmina-SCI-fundeddeferred compensation programs; or

 

·                  Sanmina-SCI-fundedhousing (except on a temporary basis in cases of relocation).

 

**Policy Regarding Executive Repayment of CompensationFollowing Misconduct**

 

Section 304 of theSarbanes-Oxley Act of 2002 requires that if misconduct results in a materialnon-compliance with SEC financial reporting requirements, and as a result ofsuch non-compliance Sanmina-SCI is required to restate its financialstatements, then the Chief Executive Officer and Chief Financial Officer mustdisgorge any bonuses received during the 12-month period following the filingof the non-compliant report and profits on the sale of Sanmina-SCI stock duringsuch period. The Committee has considered, but has not deemed it appropriate toadopt, a policy by which other executive officers would be required to repaycompensation earned and/or forfeit gains from stock sales in the event ofmisconduct, principally because it believes the repayment provisions of Section 304are sufficient. Sanmina-SCI may reconsider its position if future circumstanceswarrant.

 

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**Policy Regarding Tax Deduction for Compensation underInternal Revenue Code Section 162(m)**

 

Section 162(m) ofthe Internal Revenue Code (“IRC”) limits our tax deduction to $1 million forcompensation paid to certain executive officers named in the Proxy Statementunless the compensation is performance-based. The Committee’s present intentionis to comply with the requirements of IRC Section 162(m), unless theCommittee determines that it is in our interests to do otherwise. Our 2009Incentive Plan, if approved by stockholders, will permit Sanmina-SCI to grantperformance-based awards (both cash and equity) that will be exempt from theIRC limit on deductibility.

 

**Submission by Compensation Committee**

 

The Committee has reviewedand discussed with management the Compensation Discussion and Analysis forfiscal 2008. Based on the review and discussions, the Committee recommended tothe Board, and the Board has approved, that this Compensation Discussion andAnalysis be included in Sanmina-SCI’s Proxy Statement for its 2009 AnnualMeeting of Stockholders.

 

This report is submitted bythe Committee.

 
|   | The Compensation Committee  of the Sanmina-SCI Corporation  Board of Directors      |
|--------|-------------------------------------------------------------------------------------|
|   |                                                                                |
|   | Wayne Shortridge, Chairman  Neil R. Bonke  Alain Couder  Joseph G. Licata, Jr. |

 

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**SUMMARY COMPENSATION TABLES**

 

The following table presentsthe compensation earned by our Chief Executive Officer, our Chief Financial Officerand our three next most highly compensated executive officers during fiscal2008.

 
| **Name and Principal Position**                                         | ** ** | **Year**   | ** ** | **Salary  ($)** | ** **      | **Bonus  ($)(1)** | ** **     | **Stock  Awards  ($)(2)(3)** | ** ** | **Option  Awards  ($)(3)** | ** ** | **Non-Equity  Incentive Plan  Compensation  ($)(4)** | ** **     | **Change in  Pension  Value and  Non-qualified  Deferred  Compensation  Earnings  ($)** | ** ** | **All Other  Compensation  ($)** | ** ** | **Total  ($)**        | ** ** |
|-------------------------------------------------------------------------|------------|------------|------------|-----------------|-----------------|-------------------|----------------|------------------------------|------------|----------------------------|------------|------------------------------------------------------|----------------|-----------------------------------------------------------------------------------------|------------|----------------------------------|------------|-----------------------|------------|
| Jure Sola*Chairman of the Board and Chief Executive  Officer*           |       | 2008  2007 |       | $               | 800,000 788,462 |              | —  — |                         | $          | 690,604 6,293,784          | (7)        | $                                                    | 184,088 75,963 |                                                                                    | $          | 440,000                          |       | $                     | 0  24,333  | (5) | $ | 65,060  72,082 | (6) | $ | 2,179,752 

7,254,624 |   |
| David L. White*Executive Vice President and Chief  Financial Officer*   |       | 2008  2007 |       | 425,000 401,923 |            | —  150,000   |           | 368,298 

353,848            |       | 117,393 

64,018           |       | 210,375                                              |           | —  —                                                                          |       | 6,070  8,783                     | (8)        | 1,127,136 

978,572   |       |
| Joseph R. Bronson*Former President and Chief Operating  Officer*        |       | 2008  2007 |       | 500,000 40,385  |            |              |           | 135,554 

4,468              |       | 37,367  1,503              |       | 247,500                                              |           | —  —                                                                          |       | 11,050  824                      | (9)        | 931,471 

47,180      | (10)       |
| Hari Pillai*President and Chief Operating Officer*                      |       | 2008  2007 |       | 430,000 451,538 |            | —  150,000   |           | 287,988 

306,419            |       | 83,583 

65,261            |       | 234,135                                              |           | 0  247,944                                                                              | (5)        | 19,827  22,836                   | (11)       | 1,055,533 

1,243,998 |       |
| Michael Tyler*Executive Vice President, General Counsel  and Secretary* |       | 2008  2007 |       | 350,000 161,538 |            | —  150,000   |           | 90,029 

33,884              |       | 27,855 

10,063            |       | 154,000                                              |           | —  —                                                                          |       | 40,244  91,995                   | (12)       | 662,128 

447,480     | (13)       |
|                                                                         |            |            |            |                 |                 |                   |                |                              |            |                            |            |                                                      |                |                                                                                         |            |                                  |            |                       |            |  |  |  |  |  |  |  |

 

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(1)                                  Amounts paidwere discretionary bonuses not paid pursuant to Sanmina-SCI’s incentive planfor fiscal 2007 because the performance targets under such plan were notachieved.

 

(2)                                  The restrictedstock awards disclosed above are comprised of two types of awards:

 

·                  Performancerestricted stock awards vest upon the achievement of certain performancerequirements subject to the holder continuing to be a service provider toSanmina-SCI. In fiscal 2007, the performance requirements were not met and,accordingly, the named executive officers each forfeited 35% of theirrestricted stock awards granted in fiscal 2007.

 

·                  Time basedawards vest over a specified period of time subject to the holder continuing tobe a service provider to Sanmina-SCI. In some cases, vesting accelerates uponspecified events.

 

(3)                                  Reflects thecompensation expense reported by Sanmina-SCI for these awards recognized infiscal 2008 and fiscal 2007 in accordance with FAS 123(R). The assumptionsused in the valuation of these awards are set forth in the notes to Sanmina-SCI’sconsolidated financial statements, which are included in Sanmina-SCI’s AnnualReport on Form 10-K for fiscal 2008, filed with the SEC on November 24,2008 and Sanmina-SCI’s Annual Report on Form 10-K for fiscal 2007, filedwith the SEC on November 28, 2007. These amounts do not purport to reflectthe value that will be recognized by our named executive officers upon sale ofthe underlying securities.

 

(4)                                  Fiscal 2008bonuses were paid pursuant to the Sanmina-SCI FY 2008 Corporate Annual G&AShort-Term Incentive Plan (a cash-only bonus plan).

 

(5)                                  Losses indeferred compensation accounts were $42,017 in the case of Mr. Sola and$569,899 in the case of Mr. Pillai.

 

(6)                                  Representscontributions to the 401(k) plan of $2,700, life insurance premiumpayments of $40,000, vehicle allowance payments of $5,700 and business travelaccident insurance premium payments of $16,660.

 

(7)                                  Sanmina-SCIawarded 1,000,000 shares of restricted stock to Jure Sola, our Chairman of theBoard and Chief Executive Officer, during fiscal 2007. This restricted stockunit will vest only if certain performance terms are met and Mr. Solacontinues to be a service provider to Sanmina-SCI on the vesting date.Otherwise, the award will be forfeited on December 31, 2009. In order for Mr. Solato receive the full value of this grant, the closing price of Sanmina-SCI’scommon stock must reach and remain at or above $15.00 for 20 trading days.

 

(8)                                  Representscontributions to the 401(k) plan of $2,700, and business travel accidentinsurance premium payments of $3,370.

 

11

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(9)                                  Representsbusiness travel accident insurance premium payments of $11,050.

 

(10)                            Mr. Bronsonjoined Sanmina-SCI in August 2007. Mr. Bronson resigned from hisposition as President and Chief Operating Officer in October 2008 butremains employed by Sanmina-SCI as an advisor to the Chief Executive Officer.

 

(11)                            Representscontributions to the 401(k) plan of $2,700, life insurance premiumpayments of $8,152, vehicle allowance payments of $5,034 and business travelaccident insurance premium payments of $3,941.

 

(12)                            Representscontributions to the 401(k) plan of $2,700, vehicle allowance payments of$6,000, business travel accident insurance premium payments of $3,630 andrelocation payments of $27,914.

 

(13)                            Mr. Tylerjoined Sanmina-SCI in April 2007.

 

**Grants of Plan Based Awards**

 

The following table presentsinformation regarding grants of plan based awards made to each of our namedexecutive officers during fiscal 2008. All equity awards were granted under our1999 Stock Plan. All non-equity awards were granted under our FY2008 CorporateAnnual G&A Short-Term Incentive Plan (a cash-only bonus plan).

 
|                                                                    |   | ** **         | ** ** | **Estimated Future Payouts Under Non-  Equity Incentive Plan Awards(1)** | ** **      | **All Other  Option** | ** ** | **Exercise  Price of  Option** | ** ** | **Grant Date Fair  Value of Stock  and Option** |              |
|-------------------------------------------------------------------------|--------|--------------------|------------|--------------------------------------------------------------------------|-----------------|-----------------------|------------|--------------------------------|------------|-------------------------------------------------|-------------------|
|                                                                    |   | **Grant  Date**    | ** ** | **Threshold  ($)**                                                       | ** **      | **Target  ($)**       | ** ** | **Maximum  ($)**               | ** ** | **Awards  (#)(2)**                              | ** **        | **Awards  ($)** | ** ** | **Awards  ($/Sh)(3)** |   |
| Jure Sola*Chairman of the Board and Chief Executive Officer*            |   | 11/13/07  11/15/07 |       | $                                                                        | 120,000  — |                  | $          | 800,000  —                | (4)        | $                                               | 1,360,000  — |   | —  750,000 |   | —  1.98 |   | —  789,375 |   |
| David L. White*Executive Vice President and Chief  Financial Officer*   |   | 11/13/07  11/15/07 |       | 57,375  —                                                           |            | 382,500  —       |       | 650,250

—                |       | 300,000                                         |              | 1.98 |   | 315,750 |   |
| Joseph R. Bronson*Former President and Chief Operating  Officer*        |   | 11/13/07           |       | 67,500                                                                   |            | 450,000               |       | 765,000                        |       | —                                          |              | — |   | — |   |
| Hari Pillai*President and Chief Operating Officer*                      |   | 11/13/07  11/15/07 |       | 58,050  —                                                           |            | 387,000  —       |       | 657,900  —                |       | —  350,000                                 |              | —  1.98 |   | —  368,375 |   |
| Michael Tyler*Executive Vice President, General Counsel  and Secretary* |   | 11/13/07           |       | 42,000                                                                   |            | 280,000               |       | 476,000                        |       | —                                          |              | — |   | — |   |
|                                                                         |        |                    |            |                                                                          |                 |                       |            |                                |            |                                                 |                   |  |  |  |  |  |  |  |

 

----

(1)                                  Representspotential cash payments under Sanmina-SCI FY2008 Corporate Annual G&AShort-Term Incentive Plan originally adopted in November 2007. Actual cashawards made under this plan are shown in the Summary Compensation Table aboveunder the column entitled “Non-Equity Incentive Plan Compensation.”

 

(2)                                  Subject to theholder continuing to be a service provider to Sanmina-SCI, these stock options vestin three equal annual installments on each of the first three anniversaries ofthe date of grant.

 

(3)                                  Reflects thegrant date fair value of each equity award computed in accordance withFAS 123(R) over the life of the award. The assumptions used in thevaluation of these awards are set forth in the notes to Sanmina-SCI’sconsolidated financial statements, which are included in Sanmina-SCI’s AnnualReport on Form 10-K for fiscal 2008, filed with the SEC on November 24,2008. These amounts do not purport to reflect the value that will be recognizedby our named executive officers upon the sale of the underlying securities.

 

(4)                                  Representstarget, not actual, payment based on cash bonus target established by theCompensation Committee. Actual payment was $440,000 and is shown in the SummaryCompensation Table under the column entitled “Non-Equity Incentive PlanCompensation.”

 

12

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**Outstanding Equity Awards at Fiscal 2008 Year-End**

 

The following table presentscertain information concerning the outstanding option awards held as of September 27,2008 by each of our named executive officers.

 

**Option Awards**

 
| **Name**                                                                    |   | **Option  Grant Date** |   | **Number of  Securities  Underlying  Unexercised  Options (#)  Exercisable** |   | **Number of  Securities  Underlying  Unexercised  Options (#)  Unexercisable** |   | **Option  Exercise  Price ($)** |   | **Option  Expiration  Date** |       |
|-----------------------------------------------------------------------------|--------|------------------------|--------|------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------|--------|---------------------------------|--------|------------------------------|------------|
| **Jure Sola**                                                               |   | 11/15/2007             |   | —                                                                       |   | 750,000                                                                        | (1)    | $                               | 1.98   |                         | 11/15/2017 |   |
| *Chairman  of the Board and Chief Executive*                                |   | 10/27/2004             |   | 650,000                                                                      |   | —                                                                         |   | 7.43                            |   | 10/27/2014                   |       |
| *Officer*                                                                   |   | 10/10/2003             |   | 1,000,000                                                                    |   | —                                                                         |   | 10.48                           |   | 10/10/2013                   |       |
|                                                                        |   | 10/28/2002             |   | 43,333                                                                       |   | —                                                                         |   | 2.09                            |   | 10/28/2012                   |       |
|                                                                        |   | 10/28/2002             |   | 56,666                                                                       |   | —                                                                         |   | 3.33                            |   | 10/28/2012                   |       |
|                                                                        |   | 7/31/2002              |   | 600,000                                                                      |   | —                                                                         |   | 4.07                            |   | 7/31/2012                    |       |
|                                                                        |   | 10/1/2001              |   | 316,667                                                                      |   | —                                                                         |   | 13.28                           |   | 10/1/2011                    |       |
|                                                                        |   | 10/1/2001              |   | 183,333                                                                      | (2)    | —                                                                         |   | 20.00                           |   | 10/1/2011                    |       |
|                                                                        |   | 12/20/2000             |   | 76,000                                                                       | (2)    | —                                                                         |   | 41.09                           |   | 12/20/2010                   |       |
|                                                                        |   | 12/20/2000             |   | 304,000                                                                      |   | —                                                                         |   | 30.97                           |   | 12/20/2010                   |       |
|                                                                        |   | 10/18/1999             |   | 500,000                                                                      |   | —                                                                         |   | 18.99                           |   | 10/18/2009                   |       |
|                                                                        |   | 10/5/1998              |   | 483,252                                                                      |   | —                                                                         |   | 5.97                            |   | 10/5/2008                    |       |
| **David L.  White**                                                         |   | 11/15/2007             |   | —                                                                       |   | 300,000                                                                        | (1)    | 1.98                            |   | 11/15/2017                   |       |
| *Executive  Vice President and Chief Financial*                             |   | 1/16/2007              |   | 50,000                                                                       |   | 100,000                                                                        | (3)    | 3.44                            |   | 1/16/2017                    |       |
| *Officer*                                                                   |   | 10/24/2005             |   | 58,333                                                                       |   | 41,667                                                                         | (4)    | 3.74                            |   | 10/24/2015                   |       |
|                                                                        |   | 10/27/2004             |   | 250,000                                                                      |   | —                                                                         |   | 7.43                            |   | 10/27/2014                   |       |
| **Joseph R.  Bronson**                                                      |   | 9/17/2007              |   | 50,000                                                                       |   | 200,000                                                                        | (5)    | 2.12                            |   | 9/17/2017                    |       |
| *Former  President and Chief Operating Officer*                             |   |                   |   |                                                                         |   |                                                                           |   |                            |   |                         |       |
| **Hari  Pillai**                                                            |   | 11/15/2007             |   | —                                                                       |   | 350,000                                                                        | (1)    | 1.98                            |   | 11/15/2017                   |       |
| *President  and Chief Operating Officer*                                    |   | 10/24/2005             |   | 87,501                                                                       |   | 62,499                                                                         | (4)    | 3.74                            |   | 10/24/2015                   |       |
|                                                                        |   | 10/27/2004             |   | 150,000                                                                      |   | —                                                                         |   | 7.43                            |   | 10/27/2014                   |       |
|                                                                        |   | 10/10/2003             |   | 200,000                                                                      |   | —                                                                         |   | 10.48                           |   | 10/10/2013                   |       |
|                                                                        |   | 9/12/2003              |   | 150,938                                                                      |   | —                                                                         |   | 8.85                            |   | 9/12/2013                    |       |
|                                                                        |   | 9/12/2003              |   | 194,062                                                                      | (2)    | —                                                                         |   | 10.27                           |   | 9/12/2013                    |       |
|                                                                        |   | 7/31/2002              |   | 150,000                                                                      |   | —                                                                         |   | 4.07                            |   | 7/31/2012                    |       |
|                                                                        |   | 10/5/1998              |   | 58,664                                                                       |   | —                                                                         |   | 5.97                            |   | 10/5/2008                    |       |
| **Michael  Tyler**                                                          |   | 5/15/2007              |   | 26,667                                                                       |   | 73,333                                                                         | (6)    | 3.52                            |   | 5/15/2017                    |       |
| *Executive  Vice President, General Counsel & Corporate Secretary* |   |                   |   |                                                                         |   |                                                                           |   |                            |   |                         |       |
|                                                                             |        |                        |        |                                                                              |        |                                                                                |        |                                 |        |                              |            |  |

 

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| (1)    | This option was granted on November 15, 2007. Subject to the  holder continuing to be a service provider to Sanmina-SCI, one-third of this  option will vest annually on each of the first three anniversaries of the  date of grant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (2)    | On December 31, 2006, Sanmina-SCI adjusted the exercise price of  option grants held by certain Section 16 officers, as that term is  defined under the Exchange Act, at such officers’ elections, to equal the  fair market value on the original date of grant. Options granted with an  exercise price lower than the fair market value on the grant date would be  considered deferred compensation under Section 409A of the Code. The  Treasury Regulations and other Internal Revenue guidance issued with respect  to Section 409A allowed for a correction, without penalty, if the exercise  price was increased to at least the fair market value on the original date of  grant before the close of calendar year 2006. Eleven directors and  Section 16 officers elected to take this remediation action, and the  exercise prices of options to purchase 998,146 shares were adjusted. There  was no incremental compensation cost resulting from the modification. The  weighted average exercise price of the options before the modification was  approximately $9.76. The weighted average exercise price after the  modification was approximately $12.41. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (3)    | This option was granted on January 16, 2007. Subject to the  holder continuing to be a service provider to Sanmina-SCI, 1/60th of  this option will vest monthly.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (4)    | This option was granted on  October 24, 2005. Subject to the holder continuing to be a service  provider to Sanmina-SCI, 1/60th of this option will vest monthly.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

 

13

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| (5)    | Subject to the holder continuing to be a service provider to  Sanmina-SCI, this option grant will vest as follows: 50,000 shares vest after  one year. The balance of 200,000 shares will vest at a rate of 8,333 shares  per month. However, if the 14 trading day average closing price of  Sanmina-SCI’s common stock equals or exceeds $10.00 before September 17,  2010, then all shares will vest immediately. Otherwise, subject to the holder  continuing to be a service provider to Sanmina-SCI, 1/60th of  this option will vest monthly. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| (6)    | Subject to the holder continuing to be a service provider to Sanmina-SCI,  this option grant will vest as follows: 20,000 shares vest after one year.  The balance of 80,000 shares will vest monthly.                                                                                                                                                                                                                                                                                                                                                              |

 

**Stock Awards**

 

The following table presentscertain information concerning the outstanding stock awards held as of September 27,2008 by each of our named executive officers.

 
| **Name**                                                                    | ** ** | **Stock  Award  Grant Date** | ** ** | **Number of  Shares or  Units of  Stock that  have not yet  vested (#)** | ** ** | **Market  Value of  Shares or  Units of  Stock that  have not  vested ($)** | ** ** | **Equity  Incentive Plan  Awards:  Number of  Unearned  Shares, Units or  Other Rights  that have not  vested (#)** | ** ** | **Equity  Incentive Plan  Awards: Market  or Payout Value  of Unearned  Shares, Units or  Other Rights  that have not  yet vested ($)(1)** | ** ** |
|-----------------------------------------------------------------------------|------------|------------------------------|------------|--------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------|------------|
| **Jure Sola**                                                               |       | 2/15/2007                    |       | —                                                                   |       | —                                                                      |       | 1,000,000                                                                                                           | (2)        | $                                                                                                                                          | 1,640,000  |   |
| *Chairman  of the Board and Chief Executive Officer*                        |       | 10/24/2005                   |       | —                                                                   |       | —                                                                      |       | 240,000                                                                                                             | (3)        | 393,600                                                                                                                                    |       |
| **David L.  White**                                                         |       | 1/16/2007                    |       | 166,666                                                                  | (4)        | $                                                                           | 273,332    |                                                                                                                | —     |                                                                                                                                       | —     |   |
| *Executive  Vice President and Chief*                                       |       | 10/24/2005                   |       | —                                                                   |       | —                                                                      |       | 40,000                                                                                                              | (5)        | 65,600                                                                                                                                     |       |
| *Financial  Officer*                                                        |       | 10/27/2004                   |       | 100,000                                                                  | (4)        | 164,000                                                                     |       | —                                                                                                              |       | —                                                                                                                                     |       |
| **Joseph R.  Bronson**                                                      |       | 9/17/2007                    |       | 250,000                                                                  | (6)        | 410,000                                                                     |       | —                                                                                                              |       | —                                                                                                                                     |       |
| *Former  President and Chief Operating Officer*                             |       |                         |       |                                                                     |       |                                                                        |       |                                                                                                                |       |                                                                                                                                       |       |
| **Hari  Pillai**                                                            |       | 1/16/2007                    |       | 200,000                                                                  |       | 328,000                                                                     |       | —                                                                                                              |       | —                                                                                                                                     |       |
| *President  and Chief Operating Officer*                                    |       | 10/24/2005                   |       | —                                                                   |       | —                                                                      |       | 60,000                                                                                                              | (7)        | 98,400                                                                                                                                     |       |
| **Michael  Tyler**                                                          |       | 5/15/2007                    |       | 100,000                                                                  | (8)        | 164,000                                                                     |       | —                                                                                                              |       | —                                                                                                                                     |       |
| *Executive  Vice President, General Counsel & Corporate Secretary* |       |                         |       |                                                                     |       |                                                                        |       |                                                                                                                |       |                                                                                                                                       |       |
|                                                                             |            |                              |            |                                                                          |            |                                                                             |            |                                                                                                                     |            |                                                                                                                                            |            |  |  |

 

----

(1)           Value is basedon the closing price of Sanmina-SCI’s common stock of $1.64 on September 26,2008, the last trading day before September 27, 2008, as reported on theNASDAQ Stock Market.

 

(2)           The shares willbe issued pursuant to Sanmina-SCI’s 1999 Stock Plan. Subject to the holdercontinuing to be a service provider to Sanmina-SCI, and if the 20 trading dayaverage closing price of Sanmina-SCI’s common stock reaches the followingperformance hurdles, the shares will vest as follows:

 

·                  if the averageclosing price of Sanmina-SCI’s common stock equals or exceeds $9.00, then80,000 shares will vest;

 

·                  if the average closing price of Sanmina-SCI’scommon stock equals or exceeds $11.00, then an additional 160,000 shares willvest;

 

·                  if the average closing price of Sanmina-SCI’scommon stock equals or exceeds $13.00, then an additional 360,000 shares willvest; and

 

·                  if the average closing price of Sanmina-SCI’scommon stock equals or exceeds $15.00, then an additional 400,000 shares willvest.

 

(3)                                  Subject to theholder continuing to be a service provider to Sanmina-SCI, this restrictedstock unit will vest only if the earnings per share (EPS) meet or exceed $0.80during the fiscal year. Of the original restricted stock award of 600,000shares, 360,000 shares have been forfeited because this EPS target was notachieved.

 

(4)                                  This restrictedstock unit grant vested in full on October 27, 2008.

 

14

----

 

(5)                                  Subject to theholder continuing to be a service provider to Sanmina-SCI, this restrictedstock unit will vest if the earnings per share (EPS) meet or exceed $0.80during the fiscal year. Of the original restricted stock award of 100,000shares, 60,000 shares have been forfeited because this EPS target was notachieved.

 

(6)                                  Subject to theholder continuing to be a service provider to Sanmina-SCI, this restrictedstock unit will vest as follows: 83,333 shares vest on September 17, 2009and 83,334 shares vest on September 17, 2010. Subject to the holdercontinuing to be a service provider to Sanmina-SCI, the shares will vestearlier as follows if the 14 trading day average closing price of Sanmina-SCI’scommon stock reaches the following performance hurdles:

 

·                  if the 14trading day average closing price of Sanmina-SCI’s common stock equals orexceeds $8.00 before September 17, 2009, then an additional 83,333 shareswill vest; and

 

·                  if the 14trading day average closing price of Sanmina-SCI’s common stock equals orexceeds $10.00 before September 17, 2010, then an additional 83,334 shareswill vest.

 

(7)                                  Subject to theholder continuing to be a service provider to Sanmina-SCI, this restrictedstock unit will vest only if the earnings per share (EPS) meet or exceed $0.80during the fiscal year. Of the original restricted stock award of 150,000shares, 90,000 shares have been forfeited because this EPS target was notachieved.

 

(8)                                  Subject to theholder continuing to be a service provider to Sanmina-SCI, this restrictedstock unit will vest 100% on 5/15/2010.

 

**Option Exercises and Stock Vested in Last Fiscal Year**

 

The following table presentscertain information concerning the vesting of stock awards by each of our namedexecutive officers during fiscal 2008. None of the named executive officersexercised any stock options during fiscal 2008.

 
| **Name**                                                   | ** ** | **Number of  Shares Acquired  on Vesting(#)** | ** ** | **Value  Realized on  Vesting($)(1)** | ** ** |
|------------------------------------------------------------|------------|-----------------------------------------------|------------|---------------------------------------|------------|
| Jure Sola                                                  |       | 1,000,000                                     |       | $                                     | 2,120,000  |   |
| *Chairman  of the Board and Chief Executive Officer*       |       |                                          |       |                                  |       |
| David L. White                                             |       | 83,334                                        |       | 130,834                               |       |
| *Executive  Vice President and Chief Financial Officer*    |       |                                          |       |                                  |       |
| Joseph R. Bronson                                          |       | —                                        |       | —                                |       |
| *Former  President and Chief Operating Officer*            |       |                                          |       |                                  |       |
| Hari Pillai                                                |       | 300,000                                       |       | 581,000                               |       |
| *President  and Chief Operating Officer*                   |       |                                          |       |                                  |       |
| Michael Tyler                                              |       | —                                        |       | —                                |       |
| *Executive  Vice President, General Counsel and Secretary* |       |                                          |       |                                  |       |
|                                                            |            |                                               |            |                                       |            |  |

 

----

(1)                                  The aggregatedollar amount realized upon the vesting of a stock award represents the marketvalue of our common stock underlying the stock award on the vesting datemultiplied by the shares vested on the vesting date.

 

15

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**Non-Qualified Deferred Compensation Plan**

 

Pursuant to Sanmina-SCI’snon-qualified deferred compensation plan, certain highly compensated employeesmay defer the receipt of certain compensation, and such deferrals are notsubject to income tax until the year in which they are paid. Only members ofmanagement or highly compensated employees with a projected base salary of atleast $100,000 may participate in the plan, subject to the approval of ourChief Executive Officer. The following table presents certain informationconcerning participation in our non-qualified deferred compensation plan byeach of our named executive officers during fiscal 2008.

 
| **Name**                                                   | ** ** | **Executive  Contributions ($)** | ** ** | **Aggregate  Earnings ($)** | ** ** | **Aggregate  Withdrawals/  Distributions ($)** | ** ** | **Aggregate  Balance ($)** | ** ** |
|------------------------------------------------------------|------------|----------------------------------|------------|-----------------------------|------------|------------------------------------------------|------------|----------------------------|------------|
| Jure Sola                                                  |       | $                                | 80,000     |                        | $          | (42,017                                        | )          | —                     |       | $ | 363,666 |   |
| *Chairman  of the Board and Chief Executive Officer*       |       |                             |       |                        |       |                                           |       |                       |       |
| David L. White                                             |       | —                           |       | —                      |       | —                                         |       | —                     |       |
| *Executive  Vice President and Chief Financial Officer*    |       |                             |       |                        |       |                                           |       |                       |       |
| Joseph R. Bronson                                          |       | —                           |       | —                      |       | —                                         |       | —                     |       |
| *Former  President and Chief Operating Officer*            |       |                             |       |                        |       |                                           |       |                       |       |
| Hari Pillai                                                |       | 239,389                          |       | (569,899                    | )          | 251,992                                        |       | 849,365                    |       |
| *President  and Chief Operating Officer*                   |       |                             |       |                        |       |                                           |       |                       |       |
| Michael Tyler                                              |       | —                           |       | —                      |       | —                                         |       | —                     |       |
| *Executive  Vice President, General Counsel and Secretary* |       |                             |       |                        |       |                                           |       |                       |       |
|                                                            |            |                                  |            |                             |            |                                                |            |                            |            |  |  |  |

 

**Termination and Change in Control Arrangements**

 

In July 2004, weentered into an employment agreement with David L. White, our Executive VicePresident and Chief Financial Officer, which provides that in the event of thesale or acquisition of Sanmina-SCI, all outstanding stock options andrestricted stock grants held by Mr. White will vest immediately.

 

Pursuant to our employmentagreement with Michael Tyler, our Executive Vice President, General Counsel andCorporate Secretary, dated February 23, 2007, as amended on November 15,2007, Mr. Tyler shall continue to receive his salary for a period of12 months following any termination of his employment for without cause orvoluntary termination for good reason.

 

We do not provide our ChiefExecutive Officer with an employment contract or severance agreement. As aresult, we are under no contractual obligation to make additional payments toour Chief Executive Officer in the event of a change of control of Sanmina-SCI,or in the event of the Chief Executive Officer’s separation from Sanmina-SCI.

 

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**COMPENSATION OF DIRECTORS**

 

The following table presentsthe compensation earned by our non-employee directors during fiscal 2008.Employees Jure Sola and Joseph R. Bronson did not receive additionalcompensation for their service as directors.

 
| **Name**                   | ** ** | **Fees earned  or paid in  cash ($) (1)** | ** ** | **Stock  Awards ($)  (2)(3)** | ** ** | **Option  Awards ($)(2)** | ** ** | **Change in  Pension Value  and  Nonqualified  Deferred  Compensation  Earnings ($)** | ** ** | **All other  compensation** | ** ** | **Total ($)** | ** ** |
|----------------------------|------------|-------------------------------------------|------------|-------------------------------|------------|---------------------------|------------|---------------------------------------------------------------------------------------|------------|-----------------------------|------------|---------------|------------|
| Neil R. Bonke              |       | $                                         | 95,500     |                          | $          | 147,604                   |       | $                                                                                     | 13,928     |                        | —     |          | —     |   | $ | 257,032 |   |
| Alain Couder               |       | 115,500                                   |       | 164,512                       |       | 13,928                    |       | 0                                                                                     | (4)        | —                      |       | 293,940       |       |
| John P. Goldsberry         |       | 97,000                                    |       | 17,249                        |       | 5,297                     |       |                                                                                  |       | —                      |       | 119,546       |       |
| Joseph G. Licata, Jr. |       | 65,000                                    |       | 111,028                       |       | 11,037                    |       | —                                                                                |       | —                      |       | 187,065       |       |
| Mario M. Rosati            |       | 73,000                                    |       | 55,736                        |       | 13,928                    |       | —                                                                                |       | —                      |       | 142,664       |       |
| A. Eugene Sapp, Jr.   |       | 28,000                                    |       | 178,161                       |       | 13,928                    |       | —                                                                                |       | —                      |       | 220,089       |       |
| Wayne Shortridge           |       | 134,000                                   |       | 129,236                       |       | 13,928                    |       | 0                                                                                     | (4)        | —                      |       | 277,164       |       |
| Jackie M. Ward             |       | 16,500                                    |       | 182,701                       |       | 13,928                    |       | 0                                                                                     | (4)        | —                      |       | 213,129       |       |
| Peter Simone(5)            |       | 42,500                                    |       | —                        |       | —                    |       | —                                                                                |       | 15,000                      |       | 57,500        |       |
|                            |            |                                           |            |                               |            |                           |            |                                                                                       |            |                             |            |               |            |  |  |  |  |

 

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| (1)    | Excludes retainer fees elected by director to be paid in the form of  restricted stock units, which are shown in the “Stock Awards” column.  Includes retainer and meeting fees deferred pursuant to the Sanmina-SCI  Deferred Compensation Plan for Outside Directors, if any.                                                                                                                                                                                                                                                                 |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (2)    | Reflects the compensation expense reported by Sanmina-SCI for these  awards in fiscal 2008 in accordance with FAS 123(R). The assumptions  used in the valuation of these awards are set forth in the notes to  Sanmina-SCI’s consolidated financial statements, which are included in  Sanmina-SCI’s Annual Report on Form 10-K for fiscal 2008, filed with the  SEC on November 24, 2008. These amounts do not purport to reflect the  value that will be recognized by our directors upon sale of the underlying  securities. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (3)    | Includes retainer fees that the director elected to be paid in the  form of restricted stock units. See “Director Compensation Arrangements,”  below.                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (4)    | Losses in deferred compensation accounts were $87,649 in the case of  Mr. Couder, $12,551 in the case of Mr. Shortridge and $17,182 in  the case of Ms. Ward.                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (5)    | Mr. Simone ceased to  serve as a director of Sanmina-SCI on January 28, 2008. Thereafter, he  served as a consultant to the Audit Committee of the Board through  April 30, 2008. He was paid $5,000 per month for such consulting  services.                                                                                                                                                                                                                                                                                              |

 

**Director Compensation Arrangements**

 

*CashCompensation.*  Non-employeedirectors earn an annual retainer of $60,000. Each such director who is amember of a committee of the Board (other than the Special LitigationCommittee) also earns an annual retainer of $10,000, with the chairperson ofeach committee of the Board earning an annual retainer of $20,000. Our leadindependent director earns an additional cash retainer of $24,000 for hisduties as such. Directors may elect to receive their retainers in the form ofrestricted stock units, in which case the dollar value of the retainer isincreased by one-third.

 

In addition to thoseamounts, each non-employee director attending a meeting of the Board in personreceives an additional payment of $2,000 for attending a meeting in person and$1,000 for attending telephonically. Each director attending a committeemeeting receives an additional payment of $1,500 per meeting. Members of ourSpecial Litigation Committee receive a flat fee of $5,000 per month and do notreceive retainer or meeting fees for their service on such committee.

 

Non-employee directors maydefer all or part of their retainer and meeting fees pursuant to theSanmina-SCI Deferred Compensation Plan for Outside Directors. Fees so deferredare converted to share units, with each unit representing one share of commonstock of Sanmina-SCI. Share units are payable to directors upon termination oftheir service to Sanmina-SCI.

 

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*EquityCompensation.*  Upon firstbecoming a director and annually thereafter, each non-employee directorreceives a stock option grant to purchase 10,000 shares of our common stock and20,000 restricted stock units under our 1999 Stock Plan (pro rated for theremainder of the fiscal year in the case of the initial grant). Equity awardsvest monthly over the 12 months after the date of grant, subject toacceleration of vesting upon termination of service for directors who haveserved as directors for more than two years.

 

The Board believes itsdirector compensation practices are reasonable, based upon benchmarking data ofdirector compensation practices of peer group companies.

 

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**SIGNATURES**

 

Pursuant to the requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934, theRegistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 
| Date: June 11, 2009 | SANMINA-SCI CORPORATION  (Registrant) |
|--------------------------|---------------------------------------|
|                     |                                  |
|                     |                                  |
|                     | By:                                   | /s/ Jure Sola |
|                     |                                  | Jure Sola, *Chairman and Chief  Executive Officer* |

 

 

Pursuant to therequirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf of the registrant and in thecapacities and on the dates indicated.

 
| **Signature**                 | ** ** | **Title**                                               | ** ** | **Date**           |
|-------------------------------|------------|---------------------------------------------------------|------------|--------------------|
|                          |       |                                                    |       |               |
|                          |       |                                                    |       |               |
| /s/ Jure Sola                 |       | Chief Executive Officer and Director                    |       | June 11, 2009 |
| Jure Sola                     |       | (Principal Executive Officer)                           |       |               |
|                          |       |                                                    |       |               |
| /s/ Todd Schull               |       | Senior Vice-President and Corporate                     |       | June 11, 2009 |
| Todd Schull                   |       | Controller (Principal Financial and Accounting Officer) |       |               |
|                          |       |                                                    |       |               |
| /s/ Neil Bonke                |       | Director                                                |       | June 11, 2009 |
| Neil Bonke                    |       |                                                    |       |               |
|                          |       |                                                    |       |               |
| /s/ Alain Couder              |       | Director                                                |       | June 11, 2009 |
| Alain Couder                  |       |                                                    |       |               |
|                          |       |                                                    |       |               |
| /s/ John P. Goldsberry        |       | Director                                                |       | June 11, 2009 |
| John P. Goldsberry            |       |                                                    |       |               |
|                          |       |                                                    |       |               |
| /s/ Joseph Licata             |       | Director                                                |       | June 11, 2009 |
| Joseph Licata                 |       |                                                    |       |               |
|                          |       |                                                    |       |               |
| /s/ Mario M. Rosati           |       | Director                                                |       | June 11, 2009 |
| Mario M. Rosati               |       |                                                    |       |               |
|                          |       |                                                    |       |               |
| /s/  A. Eugene Sapp, Jr. |       | Director                                                |       | June 11, 2009 |
| A. Eugene Sapp, Jr.      |       |                                                    |       |               |
|                          |       |                                                    |       |               |
| /s/ Wayne Shortridge          |       | Director                                                |       | June 11, 2009 |
| Wayne Shortridge              |       |                                                    |       |               |
|                          |       |                                                    |       |               |
| /s/ Jackie M. Ward            |       | Director                                                |       | June 11, 2009 |
| Jackie M. Ward                |       |                                                    |       |               |

 

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**EXHIBITINDEX**

 
| **Exhibit   Number** | ** ** | **Description**                                                                                                                                                             |
|---------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 31.1                      |       | Certification of the  Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as  adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|                      |       |                                                                                                                                                                        |
| 31.2                      |       | Certification of the  Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as  adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|                      |       |                                                                                                                                                                        |
| 32.1*                     |       | Certification of the  Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|                      |       |                                                                                                                                                                        |
| 32.2*                     |       | Certification of the  Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|                      |       |                                                                                                                                                                        |

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| * |   | This exhibit shall not  be deemed “filed” for purposes of Section 18 of the Securities Exchange  Act of 1934 or otherwise subject to the liabilities of that Section, nor  shall it be deemed incorporated by reference in any filings under the  Securities Act of 1933 or the Securities Exchange Act of 1934, whether made  before or after the date hereof and irrespective of any general incorporation  language in any filings. |
|---|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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