DEFERRED COMPENSATION PLAN

2.1   Account .  “Account” means the Account maintained by the Company in accordance with Article IV with respect to any deferrals, any amounts transferred to this Plan, and any applicable earnings.  A Participant’s Account shall be utilized solely as a device for the determination and measurement of the amounts to be paid to the Participant pursuant to this Plan and shall not constitute or be treated as a trust fund of any kind.

2.2   Beneficiary .  “Beneficiary” means the person, persons or entity entitled under Article VI to receive any Plan benefits payable after a Participant’s death.

2.3   Board .  “Board” means the Board of Directors of Sanmina-SCI.

2.4   Bonus .  “Bonus” means any compensation that would qualify as “performance-based compensation” within the meaning of Code section 409A.  A Participant’s Bonus for purposes of the Plan shall be determined without regard to any reductions (1) for any deferral contributions to a plan qualified under Section 125 or Section 401(k) of the Code or (2) pursuant to any Deferral Commitment.

2.5   Change of Control .  “Change of Control” means:

(a)   A change in the effective control of the Company as defined under Treasury Regulations section 1.409A-3(i)(5)(vi)(A)(1); or,

(b)   A change in the ownership of the Company as defined under Code section 409A; or,

(c)   A change in the ownership of a substantial portion of the Company’s assets as defined under Code section 409A.

2.6   Code .  “Code” means the Internal Revenue Code, as amended from time to time.

2.7   Code section 409A .  Code section 409A shall refer to, collectively, section 409A of the Code and the regulations and IRS guidance issued thereunder.

2.8   Committee .  “Committee” means Deferred Compensation Plans Committee established pursuant to the Committee Charter.

2.9   Committee Charter . “Committee Charter” means the Sanmina-SCI Corporation Deferred Compensation Plans Committee Charter.

2.10   Company .  “Company” means Sanmina-SCI Corporation or any successor thereto.

2.11   Compensation Committee .  “Compensation Committee” means the Compensation Committee of the Board.

2.12   Deferral Commitment .  “Deferral Commitment” means an election to defer Salary and/or Bonus pursuant to Article III.

2.13   Deferral Period .  “Deferral Period” means the period over which a Participant has elected to defer a portion of his Salary and/or Bonus.  Each calendar year shall be a separate Deferral Period.  However, for the initial Deferral Period under the Plan or for a newly eligible employee, the Deferral Period shall be the portion of the calendar year described in Section 3.2.

2.14   Disability.   “Disability” means a mental or physical condition that satisfies the definition of disability contained in the Company’s long-term disability plan and would make the individual eligible for benefits under that plan; provided that such condition would also qualify as a “disability” as defined under Code section 409A.  However, for purposes of Section 3.3 only, “Disability” means any medically determinable physical or mental impairment resulting in the Participant’s inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six months, or any successor standard as may be set forth in Treasury Regulations section 1.409A-3(j)(4)(xii).

2.15   Elective Deferred Compensation .  “Elective Deferred Compensation” means the amount of Salary and/or Bonus that a Participant elects to defer pursuant to a Deferral Commitment.

2.16   Eligible Employee .  “Eligible Employee” means a management or highly compensated employee who is named by the Company’s Chief Executive Officer or his or her designee or the Committee as eligible to participate in this Plan.  To be considered for eligibility in a year, the employee must have a projected base salary equal to at least the compensation amount described under Code section 414(q).

2.17   Employer .  “Employer” means the Company and each related company or business which is part of the same controlled group under Code sections 414(b) or 414(c); provided that in applying Code section 1563(a)(1) – (a)(3) for purposes of determining a controlled group of corporations under Code section 414(b) and in applying Treasury Regulations section 1.414(c)-2 for purposes of determining whether trades or businesses are under common control under Code section 414(c), the phrase “at least 50 percent” is used instead of “at least 80 percent.”

2.18   Initial Election Period .   “ Initial Election Period” for an Eligible Employee shall mean the period ending thirty (30) days after the date the employee becomes initially eligible under Section 3.1.

2.19   In-Service Distribution Schedule .  “In-Service Distribution Schedule” means the distribution schedule elected by the Participant as part of the Deferral Commitment, in accordance with the procedures established by the Committee, which shall govern any in-service distributions in accordance with Section 5.2.

2.20   Investment Funds .  “Investment Funds” means the portfolios or funds selected by the Committee to be used in calculating the hypothetical earnings and loses credited to an Account.

2.21   Participant .  “Participant” means any individual who is participating in this Plan as provided in Article III and any individual who has an Account under this Plan.

2.22   Payment Date .  “Payment Date” shall mean:

(a)   with respect to distributions pursuant to an In-Service Distribution Schedule for a Deferral Period, the last regularly scheduled pay day in the January of the calendar year elected by the Participant.

(b)   with respect to distributions to a Participant other than a Specified Employee pursuant to a Termination Distribution Schedule, the last regularly scheduled pay day during the first January or July commencing after the Participant’s Termination of Employment.

(c)   with respect to distributions to a Specified Employee pursuant to a Termination Distribution Schedule, the last regularly scheduled pay day during the first January or July commencing after the end of the six (6) month period following the Participant’s Termination of Employment.  In no event shall the Payment Date pursuant to a Termination Distribution Schedule for any Participant who is a Specified Employee occur before the end of the six (6) month period following the Participant’s Termination of Employment.

2.23   Plan .  “Plan” means the Sanmina-SCI Corporation Deferred Compensation Plan.

2.24   Retirement .  “Retirement” means Termination of Employment after the attainment of:

(a)   Age sixty (60), or

(b)   Age fifty-five (55) with seven (7) years of service with the Employer. A Participant shall be credited with a year of service for each full year in which the Participant remains employed by the Employer, beginning on the Participant’s initial hire date and ending on the date of the Participant’s Termination of Employment.

2.25   Salary .  “Salary” means the Participant’s base salary and quarterly bonus, but excluding any annual bonus, commissions, or other benefits payable to a Participant during the Deferral Period. A Participant’s Salary shall be determined without regard to any reductions (1) for any deferral contributions to a plan qualified under Section 125 or Section 401(k) of the Code or (2) pursuant to any Deferral Commitment.

2.26   Specified Employee .  “Specified Employee” means any Participant who qualifies as a “specified employee” as defined under Code section 409A.

2.27   Termination Distribution Schedule .  “Termination Distribution Schedule” means the distribution schedule elected by the Participant as part of the Deferral Commitment, in accordance with the procedure established by the Committee, which shall govern distributions upon Termination of Employment in accordance with Section 5.1.

2.28   Termination of Employment .  “Termination of Employment” means the Participant’s “separation from service” as defined under Code section 409A.

2.29     Unforeseeable Emergency .  “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an unexpected illness or accident of the Participant or his or her dependent (as defined in Code section 152(a) (without regard to section 152(b)(1), (b)(2), and (d)(1)(B)), loss of the Participant’s property due to casualty, or some other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.  An Unforeseeable Emergency will not be deemed to exist if such emergency may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the service providers assets (to the extent such liquidation of the such assets would not cause severe financial hardship) or by cessation of deferrals under this Plan.

3.1   Eligibility .  An employee shall be eligible to participate in the Plan as of the later of:  (a) the date on which the employee becomes an Eligible Employee, or (b) the date the employee is notified of his or her eligibility to participate by the Committee and the material terms of such participation.

3.2   Deferral Commitments .  An Eligible Employee may elect to defer receipt of his or her Salary and/or Bonus by filing a Deferral Commitment in accordance with this Section 3.2.  The total amount deferred by a Participant shall be limited in any calendar year, if necessary, to satisfy the applicable employment tax, income tax and employee benefit plan withholding requirements.  The minimum aggregate amount that may be deferred by a Participant during a Deferral Period is $2,000.

(a)   Salary Deferral Commitments .

(1)   Except as otherwise provided in (2) below, a Participant may elect to defer any portion of the Participant’s Salary by submitting a Deferral Commitment prior to the commencement of the Deferral Period for which the election is to apply, provided that the Committee may require a Participant to submit a Deferral Commitment at an earlier date. Any election to defer Salary shall be irrevocable and shall apply only to the Salary payable with respect to services performed during the Deferral Period for which the election is made.

(2)   Notwithstanding the foregoing, during the Participant’s initial year of eligibility, a Participant may elect to defer any portion of the Participant’s Salary by submitting a Deferral Commitment during the Participant’s Initial Election Period, provided that such Deferral Commitment shall be irrevocable and shall apply only to the Salary payable with respect to services performed after the Deferral Commitment is submitted.

(b)   Bonus Deferral Commitments .

(1)   Except as otherwise provided in (2) below, a Participant may elect to defer any portion of the Participant’s Bonus by submitting a Deferral Commitment no later than six (6) months preceding the end of the performance period to which the Bonus relates; provided that the Committee may require a Participant to submit a De