EX-10.II.B.5



 








Exhibit 10(ii)(B)5




CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED

SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL

TREATMENT WITH RESPECT TO THE OMITTED PORTIONS. OMITTED PORTIONS ARE INDICATED BY [***].


TRANSITION AGREEMENT #HO32050323




THIS AGREEMENT made as of the last date signed,



BETWEEN:





               CELESTICA CORPORATION,

               a Delaware corporation,



               (hereinafter referred to as “Celestica”),



- and -





               LUCENT TECHNOLOGIES INC.,




               a Delaware corporation,



               (hereinafter referred to as “Lucent”),



          WHEREAS Celestica and Lucent (the “Parties”) wish to set forth their respective rights and
obligations in connection with the transition relating to the implementation of the Mobility Supply
Agreement;




          NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and
agreements contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:




ARTICLE 1

INTERPRETATION



1.1 Defined Terms




          In this Agreement, unless the context otherwise requires, the following terms shall have the
meanings ascribed thereto below:




          “Agreement” means this transition agreement, as the same may be amended, modified or
supplemented;




          “Mobility Products” means the products to be supplied by Celestica to Lucent under the
Mobility Supply Agreement;




          “Mobility Supply Agreement” means the external manufacturing services supply agreement dated
as of the date hereof between the Parties, bearing reference number WR71050115, as the same may be
amended, modified or supplemented from time to time; and




          “Parties” has the meaning set out in the preamble to this Agreement.




 









 








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1.2    Headings




          The division of this Agreement into Sections and other subdivisions and the insertion of
headings are for convenience of reference only and shall not affect or be utilized in construing or
interpreting this Agreement. Unless otherwise specified, all references in this Agreement to any
Section or Schedule are to the corresponding Section or Schedule of this Agreement unless otherwise
specified. Unless the context otherwise requires, words such as “herein”, “hereinafter”, “hereof”
and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such
words appear.




ARTICLE 2

IMPLEMENTATION FOR MOBILITY PRODUCTS




2.1    Implementation Costs




[ *** ]




2.2    Transition Plan




          The Parties shall use commercially reasonable efforts to work together during the period (the
“Initial Transition Period”) (such period to be defined by the Parties) to facilitate the
implementation of manufacturing services to be provided by Celestica under the Mobility Supply
Agreement. Celestica, in consultation with Lucent and at no additional charge or expense to
Lucent, will develop a transition plan (the “Initial Transition Plan”) for such implementation in
each of the sites where such implementation is expected to occur. Celestica will provide a draft
of the Initial Transition Plan to Lucent for review and approval as soon as practicable and as
agreed by the Parties following the date hereof. Celestica will incorporate any reasonable
comments or suggestions made by Lucent into the draft Initial Transition Plan and will deliver a
final version to Lucent as soon as reasonably practicable thereafter for its review and final
approval. Celestica may subsequently amend the Initial Transition Plan at any time and from time
to time before or during the Initial Transition Period to reflect any necessary or desirable
changes, provided that any material changes will be provided to Lucent for review and approval.




ARTICLE 3

GOVERNANCE AND HUMAN RESOURCES




3.1    Appointment




          Celestica shall designate a Senior Operations Executive to oversee the implementation and
ongoing operation of this Agreement and the Mobility Supply Agreement and to resolve issues that
may arise from time to time between the Parties.




3.2    Governance




          Within a reasonable amount of time following the execution of this Agreement, Celestica shall
propose, for Lucent review and approval, a governance model for managing the relationship between
the Parties (including accountability metrics to be met by the Senior Operations Executive for each
of the Parties).






 




			
	***	 	Portions of this page have been omitted pursuant to a Request for Confidential Treatment
filed separately with the Securities and Exchange Commission.




 









 










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3.3    Review of Supply Chain Support Structure




          (a) The Parties will jointly analyze the existing supply chain support structure across both
companies to optimize the required number of resources and to reduce Lucent’s overall
infrastructure costs. The Parties agree that within a reasonable time following the execution of
this Agreement, they will each designate an appropriate number of representatives to jointly review
the supply chain support structure for the provision of such services, including, without
limitation, with respect to design, manufacturing, repair, logistics, post-sales support, material
management, purchasing, shipping, commodity management, test engineering, component and supply base
engineering, quality and life cycle management.




[ *** ]




ARTICLE 4

MISCELLANEOUS




4.1    Notices




          All notices or other communications required or provided for hereunder shall be in writing and
shall be delivered, transmitted by facsimile or similar means of electronic communication or sent
by registered mail, charges prepaid, addressed as described in Article 26 of the Mobility Supply
Agreement.



Either Party may change its address from time to time for purposes of this paragraph by giving
notice to the other in accordance with the foregoing. Any such notice or communication shall be
deemed to have been given and received when faxed or delivered (if sent during regular business
hours on any business day or, if not, on the next following business day) or on the day it is
actually received if sent by mail.





4.2    Waivers




          A waiver by any Party of any default of any provision of this Agreement shall not be deemed a
waiver by such Party of any subsequent or other default, nor shall it prejudice such Party’s rights
or remedies hereunder or at law.




4.3    Severability




          If any provision of this Agreement is determined by a court of competent jurisdiction to be
invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the
validity, legality or enforceability of the remaining provisions hereof, and each provision hereof
is hereby declared to be separate, severable and distinct.




4.4    Consultation




          The Parties shall consult with each other before issuing any press release or making any other
public announcement with respect to this Agreement or the transactions contemplated hereby and,
except as required by any applicable law or regulatory requirement, neither of them shall issue any
such press release or make any such public announcement without the prior written consent of the
other, which consent shall not be unreasonably withheld or delayed, provided, however, that the
foregoing shall not preclude communications or disclosures or filings (including the filing with
securities regulatory authorities of a copy of this Agreement) necessary to comply with accounting,
stock exchange or applicable securities law disclosure obligations.






 




			
	***	 	Portions of this page have been omitted pursuant to a Request for Confidential Treatment
filed separately with the Securities and Exchange Commission.




 









 










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4.5    Further Assurances




          Each Party shall, and hereby agrees to, acknowledge and deliver or cause to be done, executed,
acknowledged and delivered such further acts, deeds, mortgages, transfers and assurances as are
reasonably required for the purpose of accomplishing and effecting the intention of this Agreement.




4.6    Assignment




          This Agreement shall be binding on and enforceable by the Parties and their respective
successors and permitted assigns. Neither Party may assign any of its rights or obligations
hereunder without the prior written consent of the other.




4.7    Governing Law




          This Agreement shall be construed, interpreted and enforced in accordance with, and the
Parties’ respective rights and obligations shall be governed by, the laws of the State of New York
without regard to its choice of law provisions, and the Parties irrevocably and unconditionally
submit to the non-exclusive jurisdiction of the courts of New York and all courts competent to hear
appeals therefrom.




4.8    Entire Agreement




          The agreement of the Parties, which is comprised of this Agreement, the Schedules hereto and
the Mobility Supply Agreement, sets forth the entire agreement and understanding between the
Parties and, except as otherwise provided, supersedes any prior agreement or understanding, written
or oral, relating to the subject matter of this Agreement. No amendment, supplement, modification
or waiver of this Agreement shall be binding unless executed in writing by the Parties.




4.9    Execution in Counterparts




          This Agreement may be executed in counterparts, each of which shall constitute an original and
all of which taken together shall constitute one and the same instrument.




          IN WITNESS WHEREOF the Parties have executed and delivered this Agreement on the date first
written above.




	 	 	 	 	 
	 	CELESTICA CORPORATION

 	 
	 	by	/s/ S. Delaney
 	 
	 	 	Name:  S. Delaney 	 
	 	 	Title:  CEO
Date: 	 
		 	Date: September 30, 2005 
	 
	 



	 	 	 	 
	 	LUCENT TECHNOLOGIES INC.

 	 
	 	by	/s/ Jose A. Mejia
 	 
	 	 	Name:  Jose A. Mejia 	 
	 	 	Title:  President, Supply Chain Networks
Date: 	 
	 	 	Date: September 22, 2005