EXHIBIT 2.6
EMPLOYMENT AGREEMENT
THIS AGREEMENT, by and among Sanmina Corporation, a Delaware corporation
("Sanmina") and Xxxxxx X. Xxxxxxxx (the "Executive"), dated as of this ____ day
of _______, 2001.
W I T N E S S E T H:
WHEREAS, Sanmina desires to recognize the Executive's commitment to Sanmina
and to confirm the right of the Executive to certain employment, compensation
and severance benefits, effective upon the Change of Control Date (as defined
below);
WHEREAS, to attain that end Sanmina and the Executive wish to enter into
this Employment Agreement; and
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and other good and valuable consideration, Sanmina and the
Executive do hereby agree as follows:
1. Term. The term of this Agreement shall commence upon the Change of
Control Date and shall expire on the third anniversary of the Change of Control
Date.
2. Position and Duties During the Term.
(a) Position. During the Term, the Executive shall serve as the
President of EMS Operations of Sanmina and shall have such duties, titles,
responsibilities and authorities (including reporting responsibilities and
authorities) as are consistent with such position.
(b) Business Time. During the Term, the Executive agrees to devote his
full business time during normal business hours to the business and affairs of
Sanmina and to use his best efforts to perform faithfully and efficiently the
responsibilities assigned to him hereunder, to the extent necessary to discharge
such responsibilities, except for
(i) time spent in managing his personal, financial and legal
affairs and serving on corporate, civic or charitable boards or committees, in
each case only if and to the extent not substantially interfering with the
performance of such responsibilities, and
(ii) periods of vacation to which he is entitled.
It is expressly understood and agreed that the Executive's continuing to
serve on any boards and committees on which he is serving or with which he is
otherwise associated immediately preceding the Term, or his service on any other
boards and committees of which Sanmina has knowledge and does not object, in
writing, within thirty (30) days after first becoming aware of such service,
shall not be deemed to interfere with the performance of the Executive's
services to Sanmina.
3. Compensation. During the Term, the Executive shall be entitled to the
following compensation for as long as the Executive remains an employee of
Sanmina;
(a) Base Salary. The Executive shall receive an annual base salary
(the "Base Salary") of at least $477,000. The Base Salary shall be paid in
accordance with Sanmina's standard payroll practices. During the Term, Sanmina
shall review the Base Salary annually based on Executive's performance and in
light of such review may increase (but not decrease) the Base Salary taking into
account any change in the Executive's responsibilities, performance of the
Executive and other pertinent factors, and such adjusted Base Salary shall then
constitute the "Base Salary" for purposes of this Agreement. Neither the Base
Salary nor any increase in Base Salary shall serve to limit or reduce any other
obligation of Sanmina hereunder.
(b) Signing Bonus. On the Change of Control Date, the Executive shall
receive a signing bonus (the "Signing Bonus") of $500,000, which shall be paid
by Sanmina. Such bonus payment shall be subject to Section 5 below. Such bonus
payments shall be paid by wire transfer to a bank account chosen by the
Executive.
(c) Annual Bonus. The Executive shall be eligible to receive a target
annual bonus ("Annual Bonus") under Sanmina's annual bonus plan or any successor
annual incentive plan of $650,000 if performance goals are met. Such performance
goals shall consist of corporate, division (EMS operations) and individual goals
and shall be established by the Compensation Committee of the Board of Directors
of Sanmina. The determinations of the Compensation Committee as to whether or
not such goals have been achieved shall be final and binding upon Sanmina and
Executive. Such Annual Bonus shall accrue on the last day of Sanmina's fiscal
year for which the Annual Bonus is payable.
(d) Stock Option. As of the Change of Control Date, Sanmina shall
grant the Executive a nonqualified stock option to purchase 100,000 shares of
Common Stock of Sanmina. The exercise price of such stock option shall be the
fair market value of Sanmina's stock on the Change of Control Date as determined
pursuant to Sanmina's 1999 Stock Option Plan (the "Plan"). The shares subject to
the option shall be subject to the provisions of the Plan and shall vest over
five years, with one fifth of the shares being vested on the one year
anniversary of the Change of Control Date and with the remaining shares vesting
on a cumulative monthly basis thereafter.
(e) Additional Benefits. During the Term, the Executive shall be
entitled to participate in all incentive and savings plans and programs,
including stock option plans and other equity-based compensation plans, and in
all employee retirement, executive retirement and executive death benefit plans
of Sanmina; provided that such Sanmina plans shall be on a basis not materially
less favorable. than that basis on which the Executive was participating in such
incentive and savings plans and programs and all employee retirement, executive
retirement and executive death benefit plans of SCI Systems, Inc. and its
affiliates during the ninety (90) day period immediately preceding the
commencement of the Term.
(f) Other Benefit Plans. During the Term, the Executive, his spouse
and their eligible dependents (as defined in, and to the extent permitted by,
the applicable plan), as the case may be, shall be entitled to participate in or
be covered under all medical, dental, disability, group life, severance,
accidental death and travel accident insurance plans and programs of Sanmina;
provided that such Sanmina plans shall be on a basis not materially less
favorable than the basis on which the Executive, his spouse and their eligible
dependents were participating in all medical, dental, disability, group life,
severance, accidental death and travel accident
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insurance plans and programs of SCI Systems, Inc. and its affiliates during the
ninety (90) day period immediately preceding the commencement of the Term.
(g) Other Perquisites. During the Term, the Executive shall also be
entitled to:
(i) prompt reimbursement for all reasonable business expenses
incurred by the Executive, provided that Executive supports appropriate
documentation of such reimbursable expenses with reimbursement requests in
accordance with Sanmina's expense reimbursement policies; and
(ii) paid vacation and all employee benefits in accordance with
Sanmina's employee benefit plans.
4. Termination. The provisions of this Section 4 apply to any Termination
of Employment occurring during the Term of this Agreement.
(a) Disability. Sanmina may terminate the Executive's employment after
having established the Executive's Disability, by giving to the Executive
written notice of its intention to terminate his employment, and his employment
with Sanmina shall terminate effective on the 90th day after receipt of such
notice if the Executive shall fail to return to full-time performance of his
duties within ninety (90) days after such receipt. The Executive agrees, in the
event of any dispute under this Section 4(a) and if requested by Sanmina, to
submit to a physical examination by a licensed physician selected by Sanmina,
the cost of such examination to be paid by Sanmina. This Section will be
interpreted and applied so as to comply with the provisions of the Americans
with Disabilities Act and any applicable state or local laws.
(b) Voluntary Termination by Executive. Notwithstanding anything in
this Agreement to the contrary, the Executive may, upon not less than thirty
(30) days' written notice to Sanmina, voluntarily terminate employment for any
reason (including retirement under the terms of Sanmina's retirement plan as in
effect from time to time), provided that any termination by the Executive
pursuant to Section 4(d) on account of Constructive Termination shall not be
treated as a voluntary termination under this Section 4(b).
(c) Termination by Sanmina. Sanmina at any time may terminate the
Executive's employment for Cause or without Cause.
(d) Constructive Termination. The Executive at any time may terminate
his employment for Constructive Termination.
(e) Notice of Termination. Any termination by Sanmina for Cause or by
the Executive for Constructive Termination shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 10(c).
For purposes of this Agreement, a "Notice of Termination" means a written notice
given, in the case of a termination for Cause, within ten (10) business days of
Sanmina's having actual knowledge of the events giving rise to such termination,
and in the case of a termination for Constructive Termination, within one
hundred eighty (180) days of the Executive's having actual knowledge of the
events giving rise to such termination, and which (1) indicates the specific
termination provision in this Agreement relied upon, (2) sets forth in
reasonable detail the facts and circumstances claimed to provide a
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basis for termination of the Executive's employment under the provision so
indicated, and (3) if the termination date is other than the date of receipt of
such notice, specifies the termination date of this Agreement (which date shall
be not more than fifteen (15) days after the giving of such notice). The failure
by the Executive to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Constructive Termination shall
not waive any right of the Executive hereunder or preclude the Executive from
asserting such fact or circumstance in enforcing his rights hereunder.
(f) Date of Termination. For the purpose of this Agreement, the term
"Date of Termination" means (1) in the case of a termination for which a Notice
of Termination is required, the date of receipt of such Notice of Termination
or, if later, the date specified therein, as the case may be and (2) in all
other cases, the actual date on which the Executive's employment terminates.
5. Obligations of Sanmina Upon Termination. Upon termination of the
Executive's employment with Sanmina during the Term, Sanmina shall have the
following obligations (including the obligation to pay the cost of all benefits
provided by any applicable benefit plan to the Executive and the Executive's
family to the extent permissible under the terms of such plans and applicable
law except normal employee contributions required by the applicable benefit plan
of other participating executives with comparable responsibilities).
(a) Death. If the Executive's employment is terminated by reason of
the Executive's death, this Agreement shall terminate without further
obligations to the Executive's legal representatives under this Agreement other
than payment as described herein. Upon the Executive's death, Sanmina shall pay
or provide the following:
(i) Cash Payment. The Corporation shall pay to the Executive's
legal representatives in a lump sum in cash within thirty (30) days after the
Date of Termination, an amount equal to the aggregate of all Accrued Obligations
(other than amounts payable from Qualified Plans, non-qualified retirement plans
and deferred compensation plans, which amounts shall be paid in accordance with
the terms of such plans).
(ii) Benefit Continuation. The Executive's family shall be
entitled to receive benefits generally available to the surviving families of
executives with comparable responsibilities or positions.
(iii) Notwithstanding the terms of any previous stock option
agreements between SCI Systems, Inc. and the Executive, the Executive shall be
fully vested, as of the Date of Termination in all of his outstanding restricted
stock, stock option and other equity based awards granted under the stock
incentive plans of SCI Systems, Inc. prior to July 13, 2001. All vested stock
options must be exercised by the Executive within ninety (90) days of the Date
of Termination, or such later date which applies to such options for
post-termination exercises pursuant to their terms, or the unexercised stock
options will be forfeited.
(b) Disability. If the Executive's employment is terminated by reason
of the Executive's Disability, Sanmina shall pay or provide the following:
(i) Cash Payment. Sanmina shall pay to the Executive or the
Executive's legal representatives in a lump sum in cash, within thirty (30) days
after the Date of
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Termination, an amount equal to all Accrued Obligations (other than amounts
payable from Qualified Plans, non-qualified retirement plans and deferred
compensation plans, which amounts shall be paid in accordance with the terms of
such plans).
(ii) Benefit Continuation. The Executive, the Executive's spouse
and their eligible dependents (as defined in, and to the extent permitted by,
the applicable plan) shall be entitled for a period commencing on the date of
the Disability and expiring on the expiration of the Term to continue to
participate in or be covered under all medical, dental, disability, group life,
severance, accidental death and travel accident insurance plans and programs of
Sanmina (provided, however that to the extent the Disability qualifies for
benefits under Sanmina's disability plan, the Executive shall be entitled to
receive such benefits for the duration of his Disability or, if shorter, as long
as provided for under such disability plan). In the event that Sanmina is unable
to provide such continued coverage due to restrictions imposed by third party
insurers, Sanmina shall provide equivalent benefits by alternate means.
Notwithstanding the foregoing, the benefits provided to the Executive and his
family shall not be less than the benefits generally available to executives of
SCI Systems, Inc. and its affiliates with comparable responsibilities or
positions immediately prior to the Term.
(iii) Notwithstanding the terms of any previous stock option
agreements between SCI Systems, Inc. and the Executive, the Executive shall be
fully vested, as of the Date of Termination in all of his outstanding restricted
stock, stock option and other equity based awards granted under the stock
incentive plans of SCI Systems, Inc. prior to July 13, 2001. All vested stock
options must be exercised by the Executive within ninety (90) days of the Date
of Termination, or such later date which applies to such options for
post-termination exercises pursuant to their terms, or the unexercised stock
options will be forfeited.
(c) Termination by Sanmina for Cause and Voluntary Termination by
Executive. If the Executive's employment shall be terminated during the Term for
Cause or voluntarily terminated by the Executive (other than on account of
Constructive Termination), Sanmina shall pay the Executive the Accrued
Obligations. The Executive shall be paid all such Accrued Obligations in a lump
sum in cash within thirty (30) days of the Date of Termination and Sanmina shall
have no further obligations to the Executive under this Agreement, unless
otherwise required by a Qualified Plan or specified pursuant to a valid election
to defer the receipt of all or a portion of such payments made in accordance
with any plan of deferred compensation sponsored by Sanmina. In addition, the
Signing Bonus and the bonus of $1,000,000 paid by SCI Systems, Inc. to the
Executive on or immediately prior to the Change of Control Date shall be deemed
forfeited and Executive shall, within sixty (60) days of the Date of
Termination, pay to Sanmina an amount equal to the aggregate amount of such
bonuses less federal and state income and Medicare taxes withheld from such
bonuses (and reflected on payroll statements accompanying such bonus payments).
Thereafter, Executive shall promptly take all commercially reasonable actions,
including filing amended and/or supplemental federal and state income tax
returns, to recapture the full amount of any tax savings Executive is entitled
to under applicable law (including but not limited to Section 1341 of the
Internal Revenue Code) as a result of the forfeiture of such bonuses. If
requested by Sanmina, Executive shall provide copies of such amended and/or
supplemental returns to Sanmina for review and Executive shall make any
modifications to such returns as may be suggested by Sanmina unless Executive is
advised by tax counsel or accountants that such modifications would not be
permitted by
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applicable law. Within thirty (30) days after any such tax savings are actually
realized by Executive, Executive shall pay the amount of such realized tax
savings to Sanmina.
(d) Other Termination of Employment. If Sanmina (i) terminates the
Executive's employment other than for Cause, Disability, or Death, or the
Executive terminates his employment for Constructive Termination and (ii) the
Date of Termination occurs during the Term and Executive signs and does not
revoke a mutually agreeable release of claims, negotiated in good faith, with
Sanmina, Sanmina shall pay or provide the Executive the following:
(i) Cash Payment. Sanmina shall pay to the Executive in a lump
sum in cash within thirty (30) days after the Date of Termination, equal to the
aggregate of the following amounts (other than amounts payable from Qualified
Plans, non-qualified retirement plans and deferred compensation plans, which
amounts shall be paid in accordance with the terms of such plans):
(1) all Accrued Obligations;
(2) a cash amount equal to two times the average of the
Executive's annualized bonus payable with respect to the two most recently
completed fiscal years of Sanmina or SCI Systems, Inc., as appropriate based on
which entity employed the Executive at the relevant time; and
(3) a cash amount equal to two times the Executive's Base
Salary at the Date of Termination, which cash amount shall be no less than
$954,000.
The total of the amounts payable under Subsections (2) and (3) shall be
reduced (but not below zero) by an amount equal to $1,500,000.
(ii) Other Benefit Continuation. Sanmina shall provide for the
continued participation of the Executive, his spouse and their eligible
dependents (as defined in the applicable plan), as the case may be, for two
years following the Date of Termination, in all medical, dental, disability,
group life, severance, accidental death and travel accident insurance plans and
programs of Sanmina and any Affiliated Companies on the same terms as described
in Section 3(f). In the event that Sanmina is unable to provide such continued
coverage due to restrictions imposed by third party insurers, Sanmina shall pay
to the Executive an amount equal to two (2) times the annual cost to Sanmina
(based on premium rates) of such coverage for which Sanmina is unable to
provide.
(iii) Notwithstanding the terms of any previous stock option
agreements between Sanmina and the Executive, the Executive shall be fully
vested, as of the Date of Termination in all of his outstanding restricted
stock, stock option and other equity based awards granted under the stock
incentive plans of SCI Systems, Inc. prior to July 13, 2001. All vested stock
options must be exercised by Executive within ninety (90) days of the Date of
Termination, or such later date which applies to such options for
post-termination exercises pursuant to their terms, or the stock options will be
forfeited.
(e) Discharge of Corporation's Obligations. Subject to the performance
of its obligations under Sections 5, 7 and 8, Sanmina shall have no further
obligations to the Executive
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under this Agreement in respect of any termination by the Executive for
Constructive Termination or by Sanmina other than for Cause or Disability.
6. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any benefit, bonus,
incentive or other plan or program provided by Sanmina or any of its Affiliated
Companies and for which the Executive may qualify, nor shall anything herein
limit or otherwise prejudice such rights as the Executive may have under any
other agreements with Sanmina or any Affiliated Companies, including, but not
limited to stock option or restricted stock agreements. Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan
or program of Sanmina or any Affiliated Companies at or subsequent to the Date
of Termination shall be payable in accordance with such plan or program.
7. Full Settlement. Except as provided in Sections 5(c) and 5(d)(i),
Sanmina's obligation to make the payments provided for in this Agreement and
otherwise to perform its obligations hereunder shall not be affected by any
circumstances, including, without limitation, any set-off, counterclaim,
recoupment, defense or other right which Sanmina may have against the Executive
or others whether by reason of the subsequent employment of the Executive or
otherwise. In no event shall the Executive be obligated to seek other employment
by way of mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement.
8. Legal Fees and Expenses. In the event that a claim for payment or
benefits under this Agreement is disputed, and Executive prevails in whole or in
substantial part in such claim, Sanmina shall pay all reasonable attorney fees
and expenses incurred by the Executive in pursuing such claim.
9. Successors.
(a) This Agreement is personal to the Executive and, without the prior
written consent of Sanmina, shall not be assignable by the Executive otherwise
than by will or the laws of descent and distribution. This Agreement shall inure
to the benefit of and be enforceable by the Executive's legal representatives.
(b) This Agreement shall inure to the benefit of and be binding upon
Sanmina and its successors. Sanmina shall require any successor to all or
substantially all of the business and/or assets of Sanmina, whether direct or
indirect, by purchase, merger, consolidation, acquisition of stock, or
otherwise, by an agreement in form and substance satisfactory to the Executive,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent as Sanmina would be required to perform if no such succession
had taken place.
10. Miscellaneous.
(a) Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware, applied without reference
to principles of conflict of laws.
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(b) Amendments. This Agreement may not be amended or modified
otherwise than by a written agreement executed by the parties hereto or their
respective successors and legal representatives.
(c) Notices. All notices and other communications hereunder shall be
in writing and shall be given by hand-delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to the Executive: at the address listed on the last page hereof
If to Sanmina: Sanmina Corporation
0000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: President and Chief Operating Officer
(with a copy to the attention of the General Counsel or to such other
address as either party shall have furnished to the other in writing in
accordance herewith). Notice and communications shall be effective when actually
received by the addressee.
(d) Tax Withholding. Sanmina may withhold from any amounts payable
under this Agreement such federal, state or local taxes as shall be required to
be withheld pursuant to any applicable law or regulation.
(e) Severability. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
(f) Captions. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect.
(g) Entire Agreement. This Agreement expresses the entire
understanding and agreement of the parties regarding the terms and conditions
governing the Executive's employment with Sanmina, and all prior agreements
governing the Executive's employment with Sanmina shall have no further effect;
provided, however, that except as specifically provided herein, the terms of
this Agreement do not supersede the terms of any grant or award to the Executive
under the stock incentive plans, management incentive plans, long-term incentive
plans and any other similar or successor plans or programs of SCI Systems, Inc.
which were awarded prior to July 13, 2001.
11. Arbitration. In the event of any dispute or claim relating to or
arising out of this Agreement, such dispute shall be fully, finally and
exclusively resolved by a panel of three neutral arbitrators to be mutually
agreed upon by the parties. Such arbitration will be decided under the
employment dispute resolution rules of the American Arbitration Association and
will be held in Huntsville, Alabama. If the parties cannot agree upon such
arbitrators within twenty (20) days after submission of a party's request for
arbitration in writing, the arbitrators will be selected in accordance with the
procedures of the American Arbitration Association. The parties agree that the
existence, content and result of any arbitration proceeding shall be
confidential,
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except to the extent that Sanmina determines it is required to disclose such
matters in accordance with applicable laws.
12. Definitions.
(a) "Accrued Obligations" shall mean (i) the Executive's Base Salary
through the Date of Termination, (ii) any compensation previously deferred by
the Executive (together with any accrued earnings thereon) and not yet paid by
Sanmina and any accrued vacation pay for the current year not yet paid by
Sanmina, (iii) any accrued Annual Bonus, (iv) any amounts or benefits owing to
the Executive or to the Executive's beneficiaries under the then applicable
employee benefit plans or policies of Sanmina or SCI Systems, Inc. and its
affiliates and (v) any amounts owing to the Executive for reimbursement of
expenses properly incurred by the Executive prior to the Date of Termination and
which are reimbursable in accordance with the reimbursement policy of Sanmina
described in Section 3(g)(i).
(b) "Affiliated Company" shall mean any company controlling,
controlled by or under common control with Sanmina.
(c) "Annual Bonus" shall have the meaning set forth in Section 3(c).
(d) "Base Salary" shall have the meaning set forth in Section 3(a).
(e) "Board" shall mean the Board of Directors of Sanmina.
(f) "Cause" shall mean (i) an act or acts of dishonesty or gross
misconduct on the Executive's part which result or are intended to result in
material damage to Sanmina's business, (ii) repeated material violations by the
Executive of his obligations under Section 2 of this Agreement which violations
are demonstrably willful and deliberate on the Executive's part and which result
in material damage to Sanmina's business and as to which material violations the
Board has notified the Executive in writing; (iii) the willful engaging by the
Executive in illegal conduct, gross misconduct or an act of fraud, dishonesty or
breach of trust which is materially and demonstrably injurious to Sanmina; ;
(iv) Executive's conviction for a felony, or (v) a final, nonappealable judgment
is entered against the Executive for breach of the Executive's duty of loyalty
to Sanmina.
For purposes of this provision, no act or failure to act, on the part of
Executive shall be considered "willful" unless it is done, or omitted to be
done, by Executive in bad faith or without reasonable belief that the
Executive's action or omission was in the best interests of Sanmina. Any act, or
failure to act, based upon authority given pursuant to a resolution duly adopted
by the Board or based upon the advice of counsel for Sanmina shall be
conclusively presumed to be done, or omitted to be done, by the Executive in
good faith and in the best interests of Sanmina. The cessation of employment of
the Executive shall not be deemed to be for Cause unless prior to such
termination there shall have been delivered to the Executive a copy of a
resolution duly adopted by the affirmative vote of not less than a majority of
the membership of the Board at a meeting of the Board called and held for such
purpose (after reasonable notice is provided to the Executive and the Executive
is given an opportunity, together with counsel, to be heard at such meeting),
finding, that, in the good faith opinion of such committee, the Executive is
guilty of the conduct described above, and specifying the particulars thereof in
detail.
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(g) "Change of Control" means the consummation of the merger
transaction pursuant to the Agreement and Plan of Reorganization by and among
Sanmina Corporation, Sun Acquisition Subsidiary, Inc. and SCI Systems, Inc.
dated July 13, 2001, as amended to date.
(h) "Change of Control Date" shall mean the date on which the Change
of Control shall be deemed to have occurred.
(i) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(j) "Constructive Termination" shall mean any of the following:
(i) Unless with the express written consent of the Executive,
reduction in Base Salary.
(ii) Unless with the express written consent of the Executive,
reduction in minimum annual target bonus opportunity.
(iii) Unless with the express written consent of the Executive, a
change of more than twenty-five (25) miles in the office or location where the
Executive is based.
(iv) Unless with the express written consent of the Executive,
(A) the assignment to the Executive of any duties inconsistent in any
substantial respect with the Executive's position, authority or responsibilities
as contemplated by Section 2(a) of this Agreement, or (B) any other substantial
change in such position, including titles, authority or responsibilities from
those previously held by the Executive with SCI Systems, Inc. and its affiliates
prior to the Change of Control Date, as applicable. The Executive's position,
authority and responsibilities shall not be regarded as not commensurate with
previous position, authority and responsibilities merely by virtue of the fact
that a successor shall have acquired all or substantially all of the business
and/or assets of Sanmina.
(v) Any failure by the Sanmina to comply with any of the
provisions of Section 3 of this Agreement, other than an insubstantial or
inadvertent failure remedied by the Sanmina promptly after receipt of notice
thereof given by the Executive.
(vi) Any failure of Sanmina to obtain the assumption and
agreement to perform this Agreement by a successor as contemplated by Section
9(b).
(k) "Date of Termination" shall have the meaning set forth in Section
4(f).
(l) "Disability" shall mean disability which would entitle the
Executive to receive full long-term disability benefits under the Sanmina' s
long-term disability plans. At any time that Sanmina does not maintain such a
long-term disability plan, "Disability" shall mean the inability of the
Employee, as determined by a majority of the Board, to substantially perform the
essential functions of his regular duties and responsibilities with or without
reasonable accommodation due to a medically determinable physical or mental
illness which has lasted (or can reasonably be expected to last) for a period of
six consecutive months.
(m) "Notice of Termination" shall have the meaning as set forth in
Section 4(f).
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(n) "Qualified Plan" shall mean an employee benefit plan qualified (or
which is intended to be qualified) under Section 401(a) of the Code.
(o) "Subsidiary" shall mean any majority owned subsidiary of the
Sanmina.
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IN WITNESS WHEREOF, the Executive has hereunto set his hand and the
Corporation has caused this Agreement to be executed in its name on its behalf,
and its corporate seal to be hereunto affixed and attested by its Secretary, all
effective as of the day and year first above written.
SANMINA CORPORATION
By:
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Title:
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XXXXXX X. XXXXXXXX
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Address:
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