IF (A) DELIVERED BY HAND AND RECEIPTED FOR BY THE PARTY TO WHOM SAID
NOTICE OR OTHER COMMUNICATION SHALL HAVE BEEN DIRECTED, (B) MAILED BY CERTIFIED
OR REGISTERED MAIL WITH POSTAGE PREPAID, ON THE THIRD BUSINESS DAY AFTER THE
DATE ON WHICH IT IS SO MAILED, (C) MAILED BY REPUTABLE OVERNIGHT COURIER AND
RECEIPTED FOR BY THE PARTY TO WHOM SAID NOTICE OR OTHER COMMUNICATION SHALL HAVE
BEEN DIRECTED OR (D) SENT BY FACSIMILE TRANSMISSION, WITH RECEIPT OF ORAL
CONFIRMATION THAT SUCH TRANSMISSION HAS BEEN RECEIVED:
(A)
IF TO INDEMNITEE, AT SUCH ADDRESS AS INDEMNITEE SHALL PROVIDE TO THE COMPANY.
(B)
IF TO THE COMPANY TO:
SANMINA-SCI CORPORATION
2700 NORTH FIRST STREET
SAN JOSE, CA 95134
ATTN: GENERAL COUNSEL
OR TO ANY OTHER ADDRESS AS MAY HAVE BEEN FURNISHED TO INDEMNITEE BY THE COMPANY.
SECTION 21. CONTRIBUTION.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE
LAW, IF THE INDEMNIFICATION PROVIDED FOR IN THIS AGREEMENT IS UNAVAILABLE TO
INDEMNITEE FOR ANY REASON WHATSOEVER, THE COMPANY, IN LIEU OF INDEMNIFYING
INDEMNITEE, SHALL CONTRIBUTE TO THE AMOUNT INCURRED BY INDEMNITEE, WHETHER FOR
JUDGMENTS, FINES, PENALTIES, EXCISE TAXES, AMOUNTS PAID OR TO BE PAID IN
SETTLEMENT AND/OR FOR EXPENSES, IN CONNECTION WITH ANY CLAIM RELATING TO AN
INDEMNIFIABLE EVENT UNDER THIS AGREEMENT, IN SUCH PROPORTION AS IS DEEMED FAIR
AND REASONABLE IN LIGHT OF ALL OF THE CIRCUMSTANCES OF SUCH PROCEEDING IN ORDER
TO REFLECT (I) THE RELATIVE BENEFITS RECEIVED BY THE COMPANY AND INDEMNITEE AS A
RESULT OF THE EVENT(S) AND/OR TRANSACTION(S) GIVING CAUSE TO SUCH PROCEEDING;
AND/OR (II) THE RELATIVE FAULT OF THE COMPANY (AND ITS DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS) AND INDEMNITEE IN CONNECTION WITH SUCH EVENT(S) AND/OR
TRANSACTION(S).
SECTION 22. APPLICABLE LAW AND CONSENT TO JURISDICTION.
THIS AGREEMENT AND THE
LEGAL RELATIONS AMONG THE PARTIES SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD
TO ITS CONFLICT OF LAWS RULES.
EXCEPT WITH RESPECT TO ANY ARBITRATION COMMENCED
BY INDEMNITEE PURSUANT TO SECTION 13(A) OF THIS AGREEMENT, THE COMPANY AND
INDEMNITEE HEREBY IRREVOCABLY AND UNCONDITIONALLY (I) AGREE THAT ANY ACTION OR
PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT
ONLY IN THE DELAWARE COURT, AND NOT IN ANY OTHER STATE OR
FEDERAL COURT IN THE UNITED STATES OF AMERICA OR ANY COURT IN ANY OTHER COUNTRY,
(II) CONSENT TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE COURT FOR
PURPOSES OF ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, (III) APPOINT, TO THE EXTENT SUCH PARTY IS NOT OTHERWISE SUBJECT TO
SERVICE OF PROCESS IN THE STATE OF DELAWARE, THE CORPORATION SERVICE COMPANY,
WILMINGTON, DELAWARE AS ITS AGENT IN THE STATE OF DELAWARE AS SUCH PARTY'S AGENT
FOR ACCEPTANCE OF LEGAL PROCESS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING
AGAINST SUCH PARTY WITH THE SAME LEGAL FORCE AND VALIDITY AS IF SERVED UPON SUCH
PARTY PERSONALLY WITHIN THE STATE OF DELAWARE, (IV) WAIVE ANY OBJECTION TO THE
LAYING OF