Exhibit 10.62


 


	
   

  	
  Sanmina-SCI Corporation

  2700 North First Street

  San Jose, California 95134

  Tel (408) 964-3500

  



 


February 23, 2007


 


 


Michael R. Tyler


 


Dear Michael,


 


On behalf of Sanmina-SCI Corporation, I am pleased to offer you the
position of Senior Vice President, General Counsel & Corporate Secretary
reporting to Jure Sola, Chairman & CEO. Your primary responsibilities in
this assignment were discussed with you during your interview. You should also
be aware, however, that due to the nature of our business, you could be
assigned to other duties and responsibilities by persons within the Company to
whom you will be reporting.


 


In this position, you will be classified as an exempt employee, and you
will receive a base salary of $350,000.00 annually. You will be paid bi-weekly
in accordance with the Company’s payroll practices. You will also receive a car
allowance in the amount of $6,000.00 annually (to be paid incrementally each
pay period).


 


Your payout for the company’s Annual 2007 Bonus will be $150,000.00,
provided you are employed for the duration of the year. The bonus will be paid
in accordance with the Company’s normal pay practices for bonuses.


 


You will also be allocated a relocation allowance of $30,000.00. The
Company will also pay for up to 6 months of temporary lodging at a cost of up
to $3,000.00 per month. Sanmina-SCI has engaged the services of Lexicon
Relocation services to assist with managing your relocation and to minimize any
tax impact associated with qualified moving expenses. Lexicon will assist you
throughout the relocation process and explain tax implications. The attached “Relocation
Allowance Offer” outlines the requirements for utilizing this allowance and
provides you with contact information for your Lexicon Relocation Counselor. Please
review the details of this document prior to acknowledging your acceptance of
this offer.


 


As a regular full time employee, you will be eligible to participate in
the medical, life, and dental coverages within the terms of the Company’s
insurance plans in effect during your employment. Enclosed is the 2007 Summary
of Benefit Options which describes the Benefit Plan in greater detail. You
should be aware that the terms of such insurance programs may be modified from
time to time during the course of employment with the Company. Please contact
Dan Pon, Vice President of Benefits at 408-964-3842 with any questions.


 


In addition, Sanmina-SCI offers a number of Company sponsored benefits,
including a retirement Deferred Savings Plan (401K), which you will be eligible
to participate in, after completing one month, of regular full-time employment.


 


You will also be recommended for a stock option grant of one hundred
thousand (100,000) shares. Your stock option grant date will be the fifteenth
(15th) of the month, following your date of hire, provided formal approval by a
Designated Approver is obtained prior to the fifteenth (15th) calendar day of
the month.  One fifth of the shares subject to your stock option will be
exercisable after one year of service, and thereafter the remaining shares will
become exercisable in equal installments of 1/48 per month for a total vesting
period of 5 years. Your stock option grant is subject to approval by the
Company’s Board of Directors. The terms of your stock option will be set forth
in a definitive stock option agreement between you and the Company.


 

















 


In addition, you will be recommended for one hundred thousand (100,000)
shares of restricted stock (RSU) to fully vest at the end of three (3) years.
Your RSU grant is subject to approval by the Company’s Board of Directors at
their next regularly scheduled meeting. The terms of your RSU unit will be set
forth in a definitive stock agreement between you and the Company.


 


Your employment pursuant to this offer is contingent on your executing
and agreeing to be bound by the terms and conditions of the Company’s standard
Employee Propriety Information and Inventions Agreement, a copy of which is
attached. Employment with Sanmina-SCI is also contingent upon you providing the
Company with the legally required proof of authorization to work in the United
States.


 


You understand and acknowledge that employment with the Company is for
an unspecified duration and constitutes “at-will” employment. You acknowledge
that this employment relationship may be terminated at any time, with or
without cause or for any or no cause, at the option of either you or the
Company, with or without notice. If your employment is terminated by
Sanmina-SCI without cause, you will receive 12 months of salary continuation,
upon execution, by you, of an Agreement and General Release.


 


We sincerely hope that you will accept our offer of employment and we
look forward to working with you. We would like you to begin your employment
with Sanmina-SCI within 30 days of accepting our offer.


 


This offer is valid until Friday, March 2, 2007. Please acknowledge
your receipt and acceptance of our offer before this date by signing and
returning a complete copy to my attention in the enclosed envelope. Please keep
one copy of the offer letter for your records. We look forward to your joining
the Sanmina-SCI team.


 


 


Sincerely,


 


	
  /s/
  JURE SOLA

  	
   

  
	
  Jure
  Sola

  
	
  Chairman
  & CEO

  



 


Enclosures


 


 


Agreed
to and accepted this 2nd day of March, 2007.


 


 


	
  /s/
  MICHAEL R. TYLER

  	
   

  	
  April
  16th 2007

  	
   

  
	
  Michael
  R. Tyler

  	
  Start
  Date

  



 

















 


February
28, 2007


 


 


Michael
R. Tyler


 


Dear
Michael:


 


Please
consider this an addendum to the letter offer of employment to you from
Sanmina-SCI, dated February 23, 2007 (the “Offer Letter”). This addendum is
written on behalf of and with the full knowledge and approval of Jure Sola,
Chairman & CEO. This addendum changes the offer letter as follows:


 


1.              The position title shall be Executive Vice-President, General Counsel & Corporate Secretary.


2.              You will be allocated a relocation allowance
of $40,000.00. The relocation allowance will be paid to you in one lump sum,
within 30 days of your start date of employment at Sanmina-SCI. No other
relocation allowance will be paid to you. If you leave Sanmina-SCI voluntarily
within one year of your start date of employment, you must repay the Company
the $40,000.00 relocation allowance.


3.              The Company will pay for up to nine (9)
months of temporary lodging at a cost of up to $3,000.00 per month.


4.              If your employment is terminated by
Sanmina-SCI without “cause”, or if you leave the Company for “good reason,” as
the terms “cause” and “good reason” have been previously defined between you
and Sanmina-SCI, then you will receive twelve (12) months of salary
continuation, upon execution by you, of an Agreement and General Release.


 


Please
sign and date both page two of the Offer Letter and this letter below, and
return both by facsimile to Sanmina-SCI (408-964-3636) and to Korn/Ferry
International (415-956-8265).


 


Sincerely:


 


	
  Stephen
  P. Van Liere

  
	
  Tod
  Gregory

  
	
  Korn/Ferry
  International

  



 


 


Agreed
to and accepted this 2nd day of March, 2007.


 


 


	
  /s/
  MICHAEL R. TYLER

  	
   

  
	
  Michael
  R. Tyler

  



 

















 


November
15, 2007


 


 


Michael
R. Tyler


 


Dear
Mike:


 


This
letter will amend the addendum dated as of February 28 (the “Addendum”) to the
letter offer of employment to you from Sanmina-SCI, dated as of February 23,
2007. The purpose of this amendment is to bring the Addendum into compliance
with Section 409A of the Internal Revenue Code. Section 4 of the Addendum shall
be amended as follows:


 


4.     If your employment is terminated by
Sanmina-SCI without “cause”, or if you leave the Company for “good reason,” as
the term “cause” has been previously defined between you and Sanmina-SCI, and “good
reason” is defined in the safe harbor provisions in Treas. Reg. § 1.409A-1(n)
(2), as amended, then you will receive twelve months of salary, upon execution
by you, of an Agreement and General Release.


 


All
other provisions of the Addendum remain the same.


 


Sincerely:


 


	
  /s/
  WAYNE SHORTRIDGE

  	
   

  
	
  Wayne
  Shortridge

  
	
  Chairman,
  Compensation Committee

  
	
  Sanmina-SCI
  Corporation

  



 


 


Agreed
to and accepted this 15 day of November, 2007.


 


	
  /s/
  MICHAEL TYLER

  	
   

  
	
  Michael
  R. Tyler