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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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SANMINA CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on March 5, 201811, 2019

        The Annual Meeting of Stockholders of Sanmina Corporation will be held on March 5, 2018,11, 2019, at 11:00 a.m., Pacific Standard Time, at Sanmina Corporation's corporate offices, located at 30 E. Plumeria Drive, San Jose, California 95134, for the following purposes (as more fully described in the Proxy Statement accompanying this Notice):

1.

To elect elevennine directors of Sanmina Corporation.



2.

To ratify the appointment of PricewaterhouseCoopers LLP as Sanmina Corporation's independent registered public accounting firm for the fiscal year ending September 29, 2018.28, 2019.



3.

To approve the reservation of 1,800,000 shares of common stock for issuance under the 20092019 Equity Incentive Plan of Sanmina Corporation.



4.

To approve, on an advisory (non-binding) basis, the compensation of Sanmina Corporation's named executive officers.



5.

To approve, on an advisory (non-binding) basis, the frequency of future advisory (non-binding) votes on the compensation of Sanmina Corporation's named executive officers.



6.

To transact such other business as may properly come before the meeting.

        These items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting.

        Pursuant to the Internet proxy rules promulgated by the Securities and Exchange Commission, Sanmina Corporation has elected to provide access to its proxy materials over the Internet. Accordingly, stockholders of record at the close of business on January 12, 201817, 2019 will receive a Notice of Internet Availability of Proxy Materials and may vote at the Annual Meeting and any adjournment or postponement of the meeting. Sanmina Corporation expects to mail the Notice of Internet Availability of Proxy Materials on or about January 24, 2018.2019.

        All stockholders are cordially invited to attend the Annual Meeting in person. You should bring a brokerage statement or other evidence of your Sanmina shareholdings for entrance to the Annual Meeting. Even if you plan to attend the Annual Meeting, please vote, as instructed in the Notice of Internet Availability of Proxy Materials, via the Internet or the telephone as promptly as possible to ensure that your vote is recorded. Alternatively, you may follow the procedures outlined in the Notice of Internet Availability of Proxy Materials to request a paper proxy card to submit your vote by mail. Any stockholder attending the Annual Meeting may vote in person even if he or she previously voted by another method.

		FOR THE BOARD OF DIRECTORS
		Christopher K. Sadeghian Corporate Secretary

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SANMINA CORPORATION
30 E. Plumeria Drive
San Jose, California 95134

PROXY STATEMENT
FOR THE 20182019 ANNUAL MEETING OF STOCKHOLDERS

QUESTIONS AND ANSWERS ABOUT PROCEDURAL MATTERS

Q1:

Why am I receiving these proxy materials?

A:

The Board of Directors of Sanmina Corporation ("Sanmina," "we," "us" or "our") is providing these proxy materials to you in connection with the solicitation of proxies for use at the 20182019 Annual Meeting of Stockholders (the "Annual Meeting") to be held on Monday, March 5, 201811, 2019 at 11:00 a.m., Pacific Standard Time, and at any adjournment or postponement thereof, for the purpose of considering and acting upon the matters described in this document.

Q2:

What is the Notice of Internet Availability of Proxy Materials?

A:

In accordance with rules and regulations adopted by the Securities and Exchange Commission (the "SEC"), instead of mailing a printed copy of our proxy materials to all stockholders entitled to vote at the Annual Meeting, we are furnishing the proxy materials to our stockholders over the Internet. If you received a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") by mail, you will not receive a printed copy of the proxy materials. Instead, the Notice of Internet Availability will instruct you as to how you may access and review the proxy materials and submit your vote via the Internet. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of the proxy materials, please follow the instructions for requesting such materials included in the Notice of Internet Availability.

We expect to mail the Notice of Internet Availability on or about January 24, 2018,2019, to all stockholders entitled to vote at the Annual Meeting. On the date of mailing of the Notice of Internet Availability, all stockholders and beneficial owners will have the ability to access all of our proxy materials on a website referred to in the Notice of Internet Availability. These proxy materials will be available free of charge.

Q3:

Where is the Annual Meeting?

A:

The Annual Meeting will be held at our corporate offices, located at 30 E. Plumeria Drive, San Jose, California 95134. The telephone number at the meeting location is (408) 964-3500.

Q4:

Can I attend the Annual Meeting?

A:

You are invited to attend the Annual Meeting if you were a stockholder of record or a beneficial owner as of January 12, 2018.17, 2019. You should bring a brokerage statement or other evidence of your Sanmina shareholdings for entrance to the Annual Meeting. The meeting will begin promptly at 11:00 a.m., Pacific Standard Time.

Stock Ownership

Q5:

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:

Stockholders of Record. If your shares are registered directly in your name with Sanmina's transfer agent, Wells Fargo Shareowner Services, you are considered, with respect to those

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shares, the stockholder of record, and the Notice of Internet Availability has been sent directly to you.

Beneficial Owners.    Many stockholders hold their shares through a broker, trustee or other nominee, rather than directly in their own name. If your shares are held in a brokerage account or by a bank or another nominee, you are considered the "beneficial owner" of shares held in "street name." The Notice of Internet Availability should be forwarded to you by your broker, trustee or nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, trustee or other nominee on how to vote your shares. For directions on how to vote shares beneficially held in street name, please refer to the voting instruction card provided by your broker, trustee or nominee. Because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a "legal proxy" from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting.

Quorum and Voting

Q6:

Who is entitled to vote at the Annual Meeting?

A:

Holders of record of our common stock at the close of business on January 12, 201817, 2019 are entitled to receive notice of and to vote their shares at the Annual Meeting. Such stockholders are entitled to cast one vote for each share of common stock held as of January 12, 2018.17, 2019. As of the close of business on January 12, 2018,17, 2019, there were 71,234,27668,401,044 shares of common stock outstanding and entitled to vote at the Annual Meeting held by approximately 821832 stockholders of record.

Q7:

How many shares must be present or represented to conduct business at the Annual Meeting?

A:

The presence of the holders of a majority of the shares of our common stock entitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting. Such stockholders are counted as present at the meeting if they are present in person at the Annual Meeting or have properly submitted a proxy.

Under the General Corporation Law of the State of Delaware, abstentions and broker "non-votes" are counted as present and entitled to vote and are, therefore, included for purposes of determining whether a quorum is present at the Annual Meeting.

Q8:

What is a broker "non-vote" and how are they counted at the Annual Meeting?

A:

A broker "non-vote" occurs if you are a beneficial owner of shares held in street name and you do not provide the organization that holds your shares with specific voting instructions. At the Annual Meeting, broker non-votes will be counted toward the presence of a quorum for the transaction of business at the meeting, but will not be counted as votes cast on any matter being voted upon at the Annual Meeting. As a result, broker non-votes will have no effect on the outcome of any proposal being voted upon at the Annual Meeting.

Q9:

Can I vote my shares in person at the Annual Meeting?

A:

Yes. Whether you hold shares directly as the stockholder of record or beneficially in street name, you may vote your shares at the Annual Meeting by following the procedures described below.

Stockholders of Record.    Shares held in your name as the stockholder of record may be voted in person at the Annual Meeting even if previously voted by another method.

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Beneficial Owners.    Shares held beneficially in street name may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker, trustee or other nominee that holds your shares giving you the right to vote the shares.

Even if you plan to attend the Annual Meeting, we recommend that you submit your vote as described in the Notice of Internet Availability and below, so that your vote will be counted if you later decide not to attend the Annual Meeting.

Q10:

Can I vote my shares without attending the Annual Meeting?

A:

Yes. Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual Meeting, as summarized below.

Internet.    Stockholders of record with Internet access may submit proxies by following the "Vote by Internet" instructions on the Notice of Internet Availability until 11:59 p.m., Eastern Standard Time, on March 4, 201810, 2019 or by following the instructions atwww.proxyvote.com. Most of our stockholders who hold shares beneficially in street name may vote by accessing the website specified in the voting instructions provided by their brokers, trustees or nominees. A large number of banks and brokerage firms are participating in the Broadridge Financial Solutions, Inc. ("Broadridge") online program. This program provides eligible stockholders the opportunity to vote over the Internet or by telephone. Voting forms will provide instructions for stockholders whose bank or brokerage firm is participating in the Broadridge program.

Telephone.    Depending on how your shares are held, you may be able to vote by telephone. If this option is available to you, you will have received information with the Notice of Internet Availability explaining this procedure.

Mail.    If you are a record holder (i.e. you own your shares directly and not through a broker), you may request a proxy card from Sanmina on which you can indicate your vote by completing, signing and dating the card where indicated and by returning it in the prepaid envelope that will be included with the proxy card. If you hold your shares in street name, the voting instructions provided by your broker, trustee or nominee will indicate how you may vote by mail.

Q11:

How will my shares be voted if I submit a proxy via the Internet, by telephone or by mail and do not make specific choices?

A:

If you submit a proxy via the Internet, by telephone or by mail and do not make voting selections, the shares represented by that proxy will be voted "FOR" Proposals One, Two, Three and Four.

Q12:

What happens if additional matters are presented at the Annual Meeting?

A:

If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place or adjournment for the purpose of soliciting additional proxies, the proxy holders will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting.

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Q13:

Can I change or revoke my vote?

A:

Yes, by following the instructions below:

Stockholders of Record.    If you are a stockholder of record, you may change your vote by:

•

Delivering to Sanmina's Corporate Secretary, prior to your shares being voted at the Annual Meeting, a written notice of revocation or a duly executed proxy card, in either case dated later than the prior proxy relating to the same shares, or



•

Attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

Any written notice of revocation or subsequent proxy card must be received by Sanmina's Corporate Secretary prior to the taking of the vote at the Annual Meeting.

A stockholder of record who has voted via the Internet or by telephone may also change his or her vote by making a timely and valid Internet or telephone vote no later than 11:59 p.m., Eastern Standard Time, on March 4, 2018.10, 2019.

Beneficial Owners.    If you are a beneficial owner of shares held in street name, you may change your vote by submitting new voting instructions to your broker, trustee or other nominee, or if you have obtained a legal proxy from the broker, trustee or other nominee that holds your shares giving you the right to vote the shares, by attending the Annual Meeting and voting in person.

Q14:

What proposals will be voted on at the Annual Meeting?

A:

At the Annual Meeting, stockholders will be asked to vote on:

Proposal One.    The election of elevennine directors to hold office until the 20192020 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified;

Proposal Two.    The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 29, 2018;28, 2019;

Proposal Three.    The approval of the reservation of 1,800,000 shares of common stock for issuance under our 20092019 Equity Incentive Plan; and

Proposal Four.    The approval on an advisory (non-binding) basis of the compensation of our named executive officers.

Proposal Five.    The approval on an advisory (non-binding) basis of the frequency of future advisory (non-binding) votes on the compensation of Sanmina Corporation's named executive officers.

Q15:

What is the voting requirement to approve each of the proposals and how does the Board of Directors recommend that I vote?

A:

Proposal One.    A nominee for director shall be elected to the Board if the votes cast for such nominee's election exceed the votes cast against such nominee's election. Abstentions and broker non-votes do not count as "votes cast" with respect to this proposal and therefore will not affect the outcome of the election. Pursuant to our Corporate Governance Guidelines, should a nominee for director fail to receive the required number of votes for election, he or she is required to tender his or her resignation to the Board. In such a case, the Nominating and Governance Committee of the Board has the option of accepting or declining such resignation, considering any factors that the Committee deems relevant.

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You may vote "FOR," "AGAINST" or "ABSTAIN" on each of the elevennine nominees for election as director.The Board of Directors recommends that you vote your shares "FOR" each of the elevennine nominees listed in Proposal One.

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Proposal Two.    The affirmative vote of a majority of the votes cast is required to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. Abstentions have the same effect as a vote against this proposal. However, broker non-votes are not deemed to be votes cast and, therefore, have no effect on the outcome of this proposal.

You may vote "FOR," "AGAINST" or "ABSTAIN" on this proposal.The Board of Directors recommends that you vote your shares "FOR" Proposal Two.

Proposal Three.    The affirmative vote of a majority of the votes cast is required to approve the reservation of an additional 1,800,000 shares of common stock for issuance under our 20092019 Equity Incentive Plan. Abstentions have the same effect as a vote against this proposal. However, broker non-votes are not deemed to be votes cast and, therefore, have no effect on the outcome of this proposal.

You may vote "FOR," "AGAINST" or "ABSTAIN" on this proposal.The Board of Directors recommends that you vote your shares "FOR" Proposal Three.

Proposal Four.    The affirmative vote of a majority of the votes cast is required to approve on an advisory (non-binding) basis the compensation of our named executive officers, as disclosed in the Proxy Statement for the 20182019 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the other related disclosure. Abstentions have the same effect as a vote against this proposal. However, broker non-votes are not deemed to be votes cast and, therefore, have no effect on the outcome of this proposal.

You may vote "FOR," "AGAINST" or "ABSTAIN" on this proposal.The Board of Directors recommends that you vote your shares "FOR" Proposal Four.

Proposal Five.    The option of once every year, two years or three years that receives the highest number of votes cast will be determined to be the preferred frequency with which we are to hold future advisory (non-binding) votes on the compensation of our named executive officers. Abstentions and broker non-votes are not deemed to be votes cast and, therefore, have no effect on the outcome of this proposal.

You may vote once every "ONE YEAR," "TWO YEARS," "THREE YEARS" or "ABSTAIN" on this proposal.The Board of Directors recommends that you vote your shares "ONE YEAR" on Proposal Five

Q16:

Who will bear the cost of soliciting votes for the Annual Meeting?

A:

Sanmina will bear all expenses of soliciting proxies. We must reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners of common stock for their reasonable expenses in forwarding solicitation material to such beneficial owners. Directors, officers and employees of Sanmina may also solicit proxies in person or by other means of communication. Such directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation.

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Q17:

Where can I find the voting results of the Annual Meeting?

A:

We intend to announce the voting results of the Annual Meeting in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission within four business days of the meeting date.

Stockholder Proposals and Director Nominations

Q18:

What is the deadline to propose actions for consideration at next year's Annual Meeting of Stockholders or to nominate individuals to serve as directors?

A:

You may submit proposals, including director nominations, for consideration at future stockholder meetings. All notices of proposals by stockholders should be sent to Sanmina Corporation, Attention: Corporate Secretary, 30 E. Plumeria Drive, San Jose, California 95134.

Requirements forstockholder proposals to be considered for inclusion in our proxy materials.    Stockholders may present proper proposals to be considered for inclusion in Sanmina's proxy statement and for consideration at the next Annual Meeting of Stockholders by

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submitting their proposals in writing to our Corporate Secretary in a timely manner. In order to be considered for inclusion in the proxy statement for the 20192020 Annual Meeting of Stockholders, stockholder proposals must be received by Sanmina's Corporate Secretary no later than September 21, 201826, 2019 and must otherwise comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Requirements forstockholder proposals to be brought before an Annual Meeting of Stockholders.    In addition, our bylaws establish an advance notice procedure for stockholders who wish to present certain matters before an Annual Meeting of Stockholders, provided that the stockholders are stockholders of record when notice is given and on the record date for the determination of the stockholders entitled to vote at the Annual Meeting, even though these proposals are not included in the Annual Meeting proxy statement.Meeting. To be timely for the 20192020 Annual Meeting, a stockholder's notice must be delivered to or mailed and received by our Corporate Secretary at our principal executive offices between November 5, 201810, 2019 and December 5, 2018.10, 2019. For all matters that a stockholder proposes to bring before the Annual Meeting, the notice must set forth:

•

A brief description of the business intended to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting;



•

The name and address, as they appear on our books, of the stockholder proposing the business, and any beneficial owner on whose behalf the stockholder is proposing the business or proposing a director nomination and any person controlling, directly or indirectly, or acting in concert with, the stockholder or beneficial owner (a "Stockholder Associated Person");



•

The class and number of shares of Sanmina that are held of record or are beneficially owned by the stockholder or any Stockholder Associated Person and any derivative positions held or beneficially held by the stockholder or any Stockholder Associated Person;



•

Whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the stockholder or any Stockholder Associated Person with respect to any securities of Sanmina, or whether any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit from share price changes for, or to increase or decrease the voting power of, the stockholder or any Stockholder Associated Person with respect to any securities of Sanmina;

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•

Any material interest of the stockholder or any Stockholder Associated Person in the business intended to be brought before the Annual Meeting; and



•

A statement whether either the stockholder or any Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of at least the percentage of Sanmina's voting shares required under applicable law to carry the proposal.

Additional Information

Q19:

What should I do if I receive more than one Notice of Internet Availability or set of proxy materials?

A:

If you received more than one Notice of Internet Availability or set of proxy materials, your shares are registered in more than one name or brokerage account. Please follow the voting instructions on each Notice of Internet Availability or voting instruction card that you receive to ensure that all of your shares are voted.

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Q20:

How may I obtain a separate copy of the Notice of Internet Availability?

A:

If you share an address with another stockholder, each stockholder may not receive a separate copy of the Notice of Internet Availability because some brokers and other nominee record holders may be participating in the practice of "householding," which reduces duplicate mailings and saves printing and postage costs. If your Notice of Internet Availability is being householded and you would like to receive separate copies, or if you are receiving multiple copies and would like to receive a single copy, please contact our Investor Relations Department at (408) 964-3610 or write to us at 30 E. Plumeria Drive, San Jose, California 95134, Attention: Investor Relations.

Q21:

Can I access Sanmina's proxy materials and Annual Report on Form 10-K over the Internet?

A:

Yes. All stockholders and beneficial owners will have the ability to access our proxy materials, free of charge, atwww.proxyvote.com with their control number referred to in the Notice of Internet Availability. Sanmina's Annual Report on Form 10-K for the fiscal year ended September 30, 201729, 2018 is also available on the Internet as indicated in the Notice of Internet Availability.

Q22:

What is the mailing address for Sanmina's principal executive offices?

A:

Our principal executive offices are located at 30 E. Plumeria Drive, San Jose, California 95134. Any written requests for additional information, copies of the proxy materials and the 20172018 Annual Report on Form 10-K, notices of stockholder proposals, recommendations for candidates to the Board of Directors, communications to the Board of Directors or any other communications should be sent to 30 E. Plumeria Drive, San Jose, California 95134, Attention: Investor Relations.

            NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED AND THE DELIVERY OF THIS PROXY STATEMENT SHALL, UNDER NO CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF SANMINA SINCE THE DATE OF THIS PROXY STATEMENT.

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PROPOSAL ONE:
ELECTION OF DIRECTORS

Identification of Nominees

        Our Board of Directors (the "Board") currently consists of eleventen members. The Nominating and Governance Committee of the Board has nominated the elevennine members of the Board listed below for reelection at this meeting. Current director Wayne Shortridge is not standing for reelection.

        Unless otherwise instructed, the proxy holders will vote the proxies received by them for Jure Sola, Michael J. Clarke, Eugene A. Delaney, William J. DeLaney, Robert K. Eulau, John P. Goldsberry, Rita S. Lane, Joseph G. Licata, Jr., Mario M. Rosati Wayne Shortridge and Jackie M. Ward. If any such nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the Nominating and Governance Committee to fill the vacancy. If stockholders nominate additional persons for election as directors, the proxy holders will vote all proxies received by them to assure the election of as many of the nominees listed below as possible, with the proxy holder making any required selection of specific nominees to be voted for. The term of office of each person elected as a director will continue until that person's successor has been elected by the holders of the outstanding shares of Common Stock and qualified, or until his or her earlier death, resignation or removal in the manner provided in our bylaws.

        Jure Sola has served as Sanmina's Executive Chairman since October 2017, Chief Executive Officer from April 1991 to October 2017, as Chairman of Sanmina's Board from April 1991 to December 2001 and from December 2002 to October 2017, and Co-Chairman of Sanmina's Board from December 2001 to December 2002. In 1980, Mr. Sola co-founded Sanmina Corporation and initially held the position of Vice President of Sales. In October 1987, he became Vice President and General Manager of Sanmina Corporation, responsible for manufacturing operations and sales and marketing. In July 1989, Mr. Sola was elected as a director and in October 1989 was appointed as President of Sanmina Corporation.

        Michael J. Clarke has served as the Chief Executive Officer of Sanmina since October 2018 and as a director of Sanmina since December 2013. Mr. Clarke is also a member of the board of directors of U.S. LBM Holdings, Inc., a privately-held specialty building materials distributor. From December 2011 through July 2016, Mr. Clarke was a member of the Board of Directors, President and Chief Executive Officer of Nortek, Inc., a manufacturer of products for remodeling, residential and new construction, manufactured housing and personal and enterprise computer markets. From 2005 until joining Nortek, Mr. Clarke served as President, Flex Infrastructure and Group President of Integrated Network Solutions of Flextronics International, Ltd, a publicly traded provider of design and electronics manufacturing services to original equipment manufacturers.

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        Eugene A. Delaney has served as a director of Sanmina since December 2013. Mr. Delaney previously served as Executive Vice President, Product and Business Operations of Motorola Solutions, Inc., a worldwide provider of communications infrastructure, devices, software and services to government and enterprise customers, from January 2011 through July 2013. Prior to that time, Mr. Delaney held the positions of Executive Vice President, Product and Business Operations, Enterprise Mobility Solutions, Motorola, Inc., from August 2010 to January 2011; Executive Vice President, President, Enterprise Mobility Solutions from January 2009 to August 2010; Senior Vice President, Government and Public Safety from May 2007 to January 2009; and Senior Vice President, International Sales Operations, Networks and Enterprise from May 2006 to May 2007. Prior to that time, Mr. Delaney served in other senior management roles with Motorola, Inc., including Senior Vice President of the Cellular Infrastructure Group, President of Asia/Pacific region and Chairman of Motorola China Ltd.

        William J. DeLaney has served as a director of Sanmina since January 2018. Mr. DeLaney served as Chief Executive Officer of Sysco Corporation, a food marketing and distribution company, from March 2009 until December 2017 and as a director of Sysco from January 2009 until December 2017. He held the additional title of President from March 2010 through December 2015. Previously, Mr. DeLaney held various finance, management and executive positions with Sysco, which he joined in 1987. Mr. Delaney also serves as a director of Express Scripts Holding Company, a pharmacy benefit management company.

Robert K. Eulau has served as the Chief Executive Officer and a director of Sanmina Corporation since October 2017. Prior to that time, he served as Sanmina's Executive Vice President and Chief Financial Officer from September 2009 until October 2017. Prior to joining Sanmina, Mr. Eulau was the Executive Vice President, Chief Operating Officer and Chief Financial Officer of privately-owned Alien TechnologyCigna Corporation, a developer of radio frequency identification products, from March 2006 to June 2008. Previously, he was Senior Vice Presidentglobal health service company, and Chief Financial Officer of publicly-traded Rambus Inc.,Union Pacific Corporation, a technology licensing company, from May 2001 to March 2006. Prior to Rambus, Mr. Eulau served over 15 years with Hewlett Packard Company in various leadership roles, including Vice President and Chief Financial Officer of HP's Business Customer Organization, and Vice President and Chief Financial Officer of HP's Computing Products business.rail transportation company.

        John P. Goldsberry has served as a director of Sanmina since January 2008. Mr. Goldsberry recently retiredserved as Chief Financial Officer of GLOBALFOUNDRIES Inc., a semiconductor foundry company a position he held from January 2016 to January 2018 having previously beenand as Chief Accounting Officer sincefrom June 2013.2013 until January 2016. Mr. Goldsberry served as Chief Financial Officer of American Traffic Solutions, Inc., the leading traffic camera services company, from July 2010 until November 2012, and as Chief Financial Officer of TPI Composites, Inc., a manufacturer of composites products for the wind energy markets, from July 2008 until July 2010. Mr. Goldsberry previously served as Senior Vice President and Chief Financial Officer of Gateway, Inc., a computer manufacturer, from August 2005 to April 2008. He also served as Senior Vice President, Operations, Customer Care and Information Technology from April 2005 to August 2005, as Senior Vice President, Strategy and Business Development from March 2004 to April 2005 and as Chief Financial Officer of eMachines, Inc., a PC manufacturer acquired by Gateway, from January 2004 until March 2004. Previously, Mr. Goldsberry held Chief Financial Officer positions at TrueSpectra, Inc., an imaging solutions company, Calibre, Inc., a wireless technology company, Quality Semiconductor, Inc., a semiconductor company, DSP Group, Inc., a semiconductor company and The Good Guys, Inc., an electronics retailer, and worked for Salomon Brothers and Morgan Stanley in a number of corporate finance positions.

        Rita S. Lane has served as a director of Sanmina since September 2016. Since January 2014, she has been the Principal at Hajime, LLC a supply chain advisor for start-up companies. Ms. Lane also serves as a Supervisory Board member of Signify Holdings (formerly Philips Lighting N.V.Lighting), a publicly-traded global lighting systems manufacturer.manufacturer, and as a board member of L3 Technologies, Inc., a provider of aerospace, communication, electronic and sensor systems. She served as Vice President, Operations, for Apple Inc. from July 2008 through January

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2014. From June 2006 through July 2008, she was Senior Vice President, Integrated Supply Chain/Chief Procurement Officer for Motorola Solutions, Inc. and prior to that time held senior supply chain positions at International Business Machines Corporation for more than ten years. Ms. Lane also served for five years in the United States Air Force as a Captain.

        Joseph G. Licata, Jr. has served as a director of Sanmina since August 2007. Since April 2014, he has been the Senior OperatingManaging Partner—Private Equity, of BlueArc Capital Management. Further, since 2015, Mr. Licata has beenis currently Chairman of the Board of Choice Adhesives, Brunswick Bowling Products and Chairman of the Board, HealPros Corp., all privately-held companies. From January 2011 until April 2014, he was the Chief Executive Officer of Synergy Leadership, LLC, a firm specializing in Board and CEO advisory services in the areas of

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corporate and growth strategy, sales, performance improvement, operational full potential and customer value creation, a company which he also founded. He served as Chief Executive Officer of Peopleclick Authoria, Inc., a vendor of human resources process management software and services, from April 2010 through November 2010. He also served as President and Chief Executive Officer of SER Solutions, Inc., a global call management and speech analytics solutions company, from July 2007 through October 2008 when the company was acquired. Mr. Licata also served as President of Siemens Enterprise Networks, LLC, a leader of open communications solutions for enterprises, from 2001 to 2006.

        Mario M. Rosati has served as a director of Sanmina since 1997. He has been an attorney with the law firm of Wilson Sonsini Goodrich & Rosati, Professional Corporation, since 1971. Mr. Rosati serves as a member of the Board of Directors of Aehr Test Systems, a manufacturer of electronics device testing equipment. Mr. Rosati also serves as a director of several privately held companies.

        Wayne Shortridge has served as a director of Sanmina since December 2001 and has served as our lead independent director since December 2006. Mr. Shortridge also served as a director of SCI Systems, Inc. from 1992 until December 2001, when SCI merged with Sanmina. Mr. Shortridge is an attorney. From May 2012 until March 2014, he served as a Director of Business Development of The Partners Group, an attorney placement firm. From March 2004 to December 2011, Mr. Shortridge served as Atlanta Office Managing Shareholder of the law firm of Carlton Fields, PA. From 1994 to 2004, he was a partner in the law firm of Paul, Hastings, Janofsky & Walker, LLP, in Atlanta, Georgia.

Jackie M. Ward has served as a director of Sanmina since December 2001. From 1992 until December 2001 when we merged with SCI Systems, Inc., she served as a director of SCI. Ms. Ward also serves as a director of Sysco Corporation (Chair of the Board). During the past five years, Ms. Ward also served as a director of Sysco Corporation (Chair of the Board), Anthem, Inc.(Chair (Chair of the Board) and Flowers Foods, Inc. (Lead Director). Ms. Ward also serves as Chair of the Board of Luna-C Clothing, a sports clothing company. From December 2000 to October 2006, Ms. Ward was the Outside Managing Director of Intec Telecom Systems, USA, a provider of turnkey telecommunication systems and products. From 1968 to 2000, she served as President, Chief Executive Officer and Chairman of the Board of Computer Generation Incorporated, which company she also co- founded.co-founded.

Qualifications of Nominees

        The Nominating and Governance Committee believes its slate of nominees possess the strategic development, financial, operational and industry-specific skills necessary to effectively guide and oversee our business. In evaluating the qualifications of the nominees listed above, the Nominating and

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Governance Committee considered a number of factors, including the nominees' experience as shown in the following chart:

*

Board Level Only

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        The Nominating and Governance Committee does not require that each nominee have experience in each of these areas, instead evaluating nominees as a group to ensure that the Board as a whole possesses the appropriate mix of experience and knowledge. The Nominating and Governance Committee does not explicitly consider diversity in indentifyingidentifying nominees for director. Below are listed the primary factors considered by the Nominating and Governance Committee with respect to each nominee in determining to nominate him or her for election to the Board and for service as a member of one of our Board committees, if applicable.

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Vote Required; Recommendation of the Board of Directors

        A nominee for director shall be elected to the Board if the votes cast for such nominee's election exceed the votes cast against such nominee's election. Abstentions and broker non-votes do not count as "votes cast" with respect to this proposal and therefore will not affect the outcome of the election. Pursuant to our Corporate Governance Guidelines, should a nominee for director fail to receive the required number of votes for election, he or she is required to tender his or her resignation to the Board. In such a case, the Nominating and Governance Committee of the Board has the option of accepting or declining such resignation, considering any factors that the Nominating and Governance Committee deems relevant.

        OUR BOARD UNANIMOUSLY RECOMMENDS VOTING "FOR" THE NOMINEES LISTED ABOVE FOR ELECTION TO THE BOARD.

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PROPOSAL TWO:
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        The Audit Committee has approved the engagement of PricewaterhouseCoopers LLP ("PwC") as our independent registered public accounting firm for the fiscal year ending September 29, 2018.28, 2019. In the event stockholders do not ratify the Audit Committee's selection of PwC as our independent registered public accounting firm, the Audit Committee may reconsider its selection. Representatives of PwC are expected to be present at the Annual Meeting, with the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

        The following is a summary of fees billed by our independent registered public accounting firm for the fiscal years ended October 1, 2016 ("fiscal 2016") and September 30, 2017 ("fiscal 2017") and September 29, 2018 ("fiscal 2018"). The Audit Committee considers the non-audit and tax fees in its assessment of the independence of the Company's independent registered public accounting firm. Fiscal 2017 fees reflect the results of the Company's competitive review process.

Audit Fees

        The aggregate fees billed for professional services rendered by PwC for the audit of our annual consolidated financial statements, various statutory audits and reviews of the condensed consolidated financial statements included in our Quarterly Reports on Form 10-Q for fiscal 20162017 and fiscal 20172018 were as follows:

Audit-Related Fees

        The aggregate fees billed for audit-related services, exclusive of the fees disclosed above relating to audit fees, rendered by PwC during fiscal 20162017 and fiscal 20172018 were as follows:

Tax Fees

        The aggregate fees billed for tax services rendered by PwC during fiscal 20162017 and fiscal 20172018 are set forth below. These services consisted primarily of tax compliance and tax consultation services. Tax fees increased in fiscal 2017 as a result of the transition of tax services from our prior independent registered public accounting firm to PwC.

All Other Fees

        The Audit Committee has concluded that the non-audit services provided by PwC were compatible with maintaining the independence of PwC.

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Audit Committee Pre-Approval Policy with Respect to Audit Services and Permissible Non-Audit Services

        All services provided by our independent registered public accounting firm require prior approval of the Audit Committee, with limited exceptions as permitted by the SEC's Rule 2-01 of Regulation S-X. Our independent registered public accounting firm periodically reports to the Audit Committee services for which the independent registered public accounting firm has been engaged and the aggregate fees incurred and to be incurred. During fiscal 2017,2018, all services provided by our independent registered public accounting firm were pre-approved in accordance with this policy.

Vote Required; Recommendation of the Board of Directors

        The affirmative vote of a majority of the votes duly cast is required to ratify the appointment of PwC as our independent registered public accounting firm. Abstentions have the same effect as a vote against this proposal. However, broker non-votes are not deemed to be votes cast and, therefore, have no effect on the outcome of this proposal.

        THE BOARD BELIEVES THE APPOINTMENT OF PRICEWATERHOUSE COOPERS LLP IS IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS VOTING "FOR" THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 29, 2018.28, 2019.

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PROPOSAL THREE:
APPROVAL OF THE RESERVATION OF 1,800,000 SHARES OF COMMON STOCK2019 Equity Incentive Plan
FOR ISSUANCE UNDER THE

Request for Stockholder Approval of 2019 Equity Incentive Plan

        The stockholders are being asked to approve our 2019 Equity Incentive Plan (the "2019 Plan"). The 2019 Plan is intended to replace our 2009 INCENTIVE PLAN
Incentive Plan, as amended (the "2009 Plan"), which will expire as to future grants on January 26, 2019. Approval of the 2019 Plan will allow the Company to continue to provide equity awards as part of the Company's compensation program, an important tool for motivating, attracting and retaining talented employees and for creating stockholder value. Non-approval of the 2019 Plan will compel the Company to significantly increase the cash component of employee compensation to attract and retain key employees because the Company would need to replace components of compensation previously delivered in equity awards and which would therefore reduce our operating cash flow.

        The Board believes that equitylong-term incentive compensation programs align the interests of management, directorsemployees and the stockholders to increasecreate long-term stockholder value by giving directors, executives and other key employees a stake in our success. By permitting us to grant equity in our company, our 2009 Incentivevalue. Equity plans such as the 2019 Plan as amended (the "Incentive Plan") is a key tool for attracting, rewarding, motivating and retaining the key personnel necessary for usincrease Sanmina's ability to achieve our business objectivesthis objective, and, increase stockholder value. Atby allowing for several different forms of long-term incentive awards, helps Sanmina to recruit, reward, motive, and retain talented personnel. The Board believes that the Annual Meeting, weapproval of the 2019 Plan is essential to Sanmina's continued success, in particular, Sanmina's ability to attract and retain outstanding and highly skilled individuals in the extremely competitive labor markets in which Sanmina competes. Such awards are requesting that stockholdersalso crucial to Sanmina's ability to motivate employees to achieve its goals.

        Stockholders are being asked to approve the reservationan aggregate of an additional 1,800,0003,993,000 shares for future issuance under the Incentive2019 Plan (the "Shares"). This amount includes 2,393,006 shares that remained available for grant under the 2009 Plan as of January 4, 2019, which plan, as stated above, will expire on January 26, 2019 and therefore will no longer be available for grant under that plan. We expect that the share reserve under the 2019 Plan will allow us to continue to grant equity-based compensation at levels we deem necessary and appropriate for approximately the next two years. We base this belief upon our historical annual equity award grant rate (otherwise known as burn rate), our historical forfeiture rate and our estimates of the number of Shares that we estimate will be needed to attract new senior and executive hires and in connection with potential merger and acquisition transactions. This belief could change, however, based upon a number of factors, including the need to increase our burn rate over historical averages in order to ensure thatattract and retain key talent and the price of our common stock (because we have sufficient shares available during 2018 and throughdetermine the size of equity awards to be granted in part based on the price of our common stock at the time of grant, if our stock price on the date the award is granted is significantly lower than the stock price assumed in our forecast, we would need to grant a larger number of Shares than anticipated to deliver the same value to participants).

Key Plan Provisions

•

The 2019 Plan has a ten year term;



•

The 2019 Plan provides for the grant of stock options, both incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, and such other cash or stock awards to eligible individuals as the plan's administrator (as defined below) may determine;



•

3,993,000 shares will be authorized for issuance pursuant to awards under the 2019 Plan, inclusive of 2,393,006 shares that remained available for grant under the 2009 Plan as of January 4, 2019, which plan, as stated above, will be expiring on January 26, 2019 and therefore no longer available for grant under that plan;

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•

Shares subject to outstanding awards under the 2009 Plan that are forfeited, cancelled, or otherwise expire under will be rolled into the 2019 Plan;



•

Any Shares subject to awards other than options or stock appreciation rights (e.g., "full value" awards) will be counted against numerical share limits as 1.36 Shares for every one Share subject thereto; and



•

The 2019 Plan will be administered by the Compensation Committee.

Key Reasons stockholder considerations

        Stockholders should consider the following in determining whether to approve our 2019 annual meeting of stockholders for (1) our annual grant to non-executive employees, which is typically made in May of each year, (2) grants to new executive hires, (3) an annual grant to executive management, which typically takes place in November or December of each year, (4) grants made in connection with acquisitions, and (5) grants made to our non-employee Board members. We believe this increase is reasonable for the following reasons:Plan:

1.

Our share repurchases in the last three fiscal years have more than offset the dilutive effect of grants made under the Incentive Plan during the same time period. During the last three fiscal years, we have repurchased approximately 15.816.1 million shares of our common stock in the open market, more than offsetting the potential dilution from the 4.65.0 million shares granted under the Incentive Plan during that same time period. Since the end of fiscal 2014, we have reduced the number of shares of our common stock outstanding from 82.278.1 million shares to 71.767.7 million shares.



2.

Allowing Sanmina to make continued equity grants as necessary through the date of our 2019 Annual Meeting in order to attract and retain key talent. As of December 31, 2017, 2.2 million shares remained available for future grant under the Incentive Plan, which is higher than our three-year average annual net share utilization of 1.4 million shares (grants less cancellations available for re-grant, not adjusted for the Company's fungible ratio of 1.36 that is applied to restricted stock units). Under the Incentive Plan, grants of restricted stock units, which is the award type most commonly granted by the Company, reduce the Company's available share pool by 1.36 shares for every share granted, consistent with what the Company believes is best practice. Therefore, as of December 31, 2017, the Company only has the ability to grant 1.6 million restricted stock units, which approximates the Company's annual share usage. Consequently, unless the proposed increase is approved, Sanmina may be unable to make planned grants to existing high-value employees and executives, anticipated new executive hires and directors and employees hired in connection with acquisitions, which will put us at a significant competitive disadvantage compared to our peers.



3.

Our burn rate is reasonable compared to our peers. Sanmina's three-year average net burn rate (grants less cancellations divided by outstanding shares) of 1.6% is well within the same asrange of (1.2%) to the 1.6% median net burn rate3.0% of the peer companies listed in the "Compensation Discussion and Analysis" on page 3545 of the Proxy Statement for their most recently completed fiscal year for which data is publicly available.



4.3.

Approximately 44%of awards outstanding under the IncentiveThe 2019 Plan vest only if certain performance criteria are achieved, thus resulting in dilution only if stockholder value is created. During the past three fiscal years, approximately 50% of shares granted under the Incentive Plan will vest only upon achievement of specified performance criteria such as earnings per share targets or revenue. As such, these grants will only result in the issuance of shares if the Company achieves goals that are aligned with the interests of stockholders.

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5.

Our plan follows best market practices. Our Incentive2019 Plan has been designed consistent with the qualitative standards of Institutional Shareholder Servicesproxy advisory firms and equity plan best practices. As a result, the Incentive Plan:



a.

Does not permit the repricing of options or stock appreciation rights ("SARs")awards granted under the Incentive Plan;2019 Plan unless approved by stockholders;



b.

Provides for responsible share counting in that any sharesShares tendered or withheld to pay taxes or an option's exercise price are not available for re-issuance;reissuance;



c.

Does not provide for automatic acceleration of vesting of awards upon an acquisition of Sanmina; and



d.

Includes a fungible share ratio, which reduces the dilution of the plan for stockholders by decreasing the plan pool at a higher rate (1.36:1) for full-value awards, (1.36:1)like the restricted stock unit awards that Sanmina typically grants, than for stock options.options; and



e.

The 2019 Plan does not provide for any tax gross-ups.



4.

Overhang. As of January 4, 2019, 6.4 million shares were subject to outstanding equity awards under our 2009 Plan and 8.8 million shares were reserved for issuance under our 2009 Plan, inclusive of outstanding equity awards, representing 10% and 14% of our shares outstanding, respectively. This "overhang" is reasonable compared to that of our peers. And although our overhang has been adversely impacted by our high rates of share repurchases, such repurchases have more than offset the dilution from our share issuances under the 2009 Plan over the last three fiscal years.

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5.

Adherence to Proxy Advisory Firm Guidelines. In light of our significant institutional stockholder base, we have implemented several plan features recommended by proxy advisory firms in the 2019 Plan, including:



a.

All awards granted under the 2019 Plan must have a minimum vesting period of at least one year, subject to certain de minimus exceptions;



b.

All shares received by the Chief Executive Officer upon exercise, settlement or issuance of an award must be held for a minimum of one year before being sold or, if earlier, until the termination of the Chief Executive Officer's service;



c.

Reasonable and appropriate change in control provisions;



d.

No dividends payable on unvested awards; and



e.

No liberal recycling of full value awards.

        For these reasons, Sanmina requests stockholders approve the reservation of 1,800,000 additional shares for issuance under the Incentive Plan. We anticipate such number of shares, when added to our remaining reserve, will be sufficient to attract and retain key employees through at least the date of our 2019 stockholder meeting. However, should the Incentive Plan not be approved by stockholders, we could be unable to make sufficient equity awards to executive and non-executive level employees, which would hurt our ability to retain such individuals (and to attract new hires), who are necessary to grow and improve our business and, therefore stockholder value. In addition, Sanmina could in such case be required to provide additional cash compensation in lieu of equity compensation, which would increase our operating expense and reduce our cash.

DescriptionSummary of the Incentive2019 Plan

        The following is a        A summary of the principal featuresprovisions of the Incentive Plan. The2019 Plan is set forth below. However, this summary is not a complete description of all of the provisions of the 2019 Plan and is qualified in its entirety by referencethe specific language of the 2019 Plan, which is attached as Appendix A to this proxy statement.

Administration

        Our Board of Directors has delegated administration of the 2019 Plan to the IncentiveCompensation Committee. Our Board of Directors and the Compensation Committee may further delegate administration of the 2019 Plan itself set forthto any committee of our Board of Directors, or a committee of individuals satisfying applicable laws appointed by our Board of Directors inAppendix A.

General accordance with the terms of the 2019 Plan. Our Board of Directors may delegate authority to one or more officers of the Company the authority to do one or both of the following: (i) designate employees or consultants of the Company or any of its subsidiaries who are not officers to be recipients of options, restricted stock and restricted stock units under the terms of the 2019 Plan, and (ii) determine the number of Shares to be subject to such awards; provided, however, that the Board resolutions regarding such delegation shall specify the total number of Shares that may be subject to the awards granted by such officer.

        The IncentiveFor purposes of this summary of the 2019 Plan, providesthe term "administrator" will refer to our Board of Directors or any committee designated by our Board of Directors to administer the 2019 Plan. To make grants to certain officers and key employees, the members of the committee must qualify as "non-employee directors" under Rule 16b-3 of the Securities Exchange Act of 1934, as amended.

        Subject to the terms of the 2019 Plan, the administrator has the authority, in its discretion, to (i) determine the fair market value of a Share, (ii) select the service providers to whom awards may be granted, (iii) determine the number of Shares to be covered by each award granted under the 2019 Plan, (iv) to approve forms of award agreement for use under the 2019 Plan, (v) determine the terms and conditions of any award granted under the 2019 Plan, provided these are not inconsistent with the terms of the 2019 Plan, (vi) construe and interpret the terms of the 2019 Plan and awards granted under the 2019 Plan, (vii) prescribe, amend and rescind rules and regulations relating to the 2019 Plan, (viii) modify or amend each award, subject to the terms of the 2019 Plan; provided that the administrator may not modify or amend an option or stock appreciation right to reduce the exercise price after it has been granted (except for adjustments made pursuant to the terms of the 2019 Plan), and the administrator may not implement any type of exchange program, unless such action is approved by stockholders prior to such action being taken, (ix) allow participants to satisfy tax withholding obligations in a manner prescribed under the terms of the 2019 Plan, (x) authorize any person to execute on behalf of the Company any instrument required to effect the grant of the following types of incentive awards:

•

Stock options;



•

Restricted stock;



•

Restricted stock units;



•

Stock appreciation rights;



•

Performance units (including performance units payable in cash);



•

Performance shares; and



•

Other stock or cash awards.

        Each of these is referred to individually as an "Award." Those eligible for Awards under the Incentive Plan include employees, directors and consultants who provide services to Sanmina and its affiliates. As of September 30, 2017, we had 34,637 full-time employees who were eligible to participate in the Incentive Plan.

Number of Shares of Common Stock Available Under the Incentive Plan

        An aggregate of 23,500,000 shares have been previously reserved by the Board and approved by the stockholders for issuance under the Incentive Plan since its initial adoption in 2009. If stockholdersaward

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previously granted by the administrator, (xi) allow a participant to defer receipt of the payment of cash or the delivery of shares that would otherwise be due to such participant under an award pursuant to such procedures as the administrator may determine, and (xii) make all other determinations deemed necessary or advisable for administering the 2019 Plan. The administrator's decisions, determinations and interpretations will be final and binding on all participants and any other holders of awards.

Eligibility

        All types of awards other than incentive stock options may be granted to our non-employee directors and to employees and consultants of the Company or any parent or subsidiary corporation of the Company. Incentive stock options may be granted only to employees of the Company or any parent or subsidiary corporation of the Company. As of December 29, 2018, we had approximately 48,000 eligible participants, including employee directors, outside directors and consultants.

Shares Available for Issuance

        Subject to the adjustment provisions contained in the 2019 Plan, our stockholders are being asked to approve this proposal, thea number of shares reservedShares for issuance under the Incentive2019 Plan equal to 3,993,000 Shares, plus any Shares subject to stock options or similar awards granted under the 2009 Plan that, after the date of stockholder approval of this Plan, expire or otherwise terminate without having been exercised in full and Shares issued pursuant to awards granted under the 2009 Plan that, after the date of stockholder approval of this Plan, are forfeited to or repurchased by the Company, with the maximum number of Shares to be added to the Plan pursuant to the 2009 Plan equal to 6,436,840 Shares. The 3,993,000 Shares our stockholders are being asked to approve includes 2,393,006 shares that remain available for grant under the 2009 Plan as of January 4, 2019, which plan, as stated above, will be increased by 1,800,000 to 25,300,000. All of such sharesexpiring on January 26, 2019 and therefore no longer available for grant under that plan. The Shares may be authorized, but unissued, or reacquired common stock.Common Stock.

        AllAny Shares subject to awards other than options andor stock appreciation rights countwill be counted against the share reservenumerical limits of the 2019 Plan as 1.36 sharesShares for every share of common stockone Share subject thereto. Further, if Shares acquired pursuant to any such an Award. Toaward are forfeited or repurchased by the extent that a share that was subject to an Award that counted as 1.36 shares of common stock against the Incentive Plan reserve is returnedCompany and would otherwise return to the Incentive2019 Plan, 1.36 times the Incentivenumber of Shares so forfeited or repurchased will return to the 2019 Plan reserveand will be credited with 1.36 shares of common stock that will thereafter beagain become available for issuance under the Incentive Plan.issuance.

        If an Awardaward under the 2019 Plan expires or becomes unexercisable without having been exercised in full, or, with respect to restricted stock, restricted stock units, performance shares or performance units which are to be settled in shares of common stock,Shares, is forfeited to or repurchased by Sanmina,the Company, the unpurchased shares of common stockShares (or for Awardsawards other than options and stock appreciation rights, the forfeited or repurchased shares)Shares) which were subject thereto will become available for future grant or sale under the Incentive2019 Plan (unless the Incentive Planplan has terminated). The following shares of common stock may not again be made available for issuance as Awards under the Incentive Plan: (i) uponUpon exercise of a stock appreciation right settled in shares,Shares, the gross number of sharesShares covered by the portion of the Awardaward so exercised and (ii)will cease to be available under the 2019 Plan. If unvested Shares of restricted stock, or unvested Shares issued pursuant to awards of restricted stock units, performance shares or performance units are repurchased by or forfeited to the Company, such Shares will become available for future grant under the 2019 Plan. Shares used to pay the tax and exercise price of an award will not become available for future grant or withholding taxes related tosale under the 2019 Plan. To the extent an outstanding Award. Awardsaward under the 2019 Plan is paid out in cash rather than sharesShares, such cash payment will not reduceresult in reducing the number of sharesShares available for issuance under the Incentive2019 Plan.

        If Sanmina declares aAdjustments

        In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or engages in aother property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares of common stock or other securities of Sanmina, or other change in the corporate structure of Sanmina affecting Sanmina's common stock, the Administrator will adjust the number and class of shares that may be delivered under the Incentive Plan, the number, class, and price of shares covered by each outstanding Award, and the numerical per-person limits on Awards.

Administration of the Incentive Plan

        The Board, or a committee of directors or of other individuals satisfying applicable laws and appointed by the Board (referred to herein as the "Administrator"), will administer the Incentive Plan. To make grants to certain of Sanmina's officers and key employees, the members of the committee must qualify as "non-employee directors" under Rule 16b-3 of the Securities Exchange Act of 1934, and as "outside directors" under Code Section 162(m) so that Sanmina can receive a federal tax deduction for certain compensation paid under the Incentive Plan. The Board may delegate to one or more officers of Sanmina the authority to grant Awards of options, restricted stock and restricted stock units and the terms thereof, including the number of shares of common stock subject to such Awards, to certain non- officer employees or consultants. However, the Board's resolutions regarding such delegation will specify the total number of shares of common stock that may be subject to Awards granted by such officer. Subject to the terms of the Incentive Plan, the Administrator has the sole discretion to select the employees, consultants, and directors who will receive Awards, determine the terms and conditions of Awards, and to interpret the provisions of the Incentive Plan and outstanding Awards. In addition, the Administrator may not modify or amend an option or stock appreciation right to reduce the exercise price of that Award after it has been granted and neither may the Administrator cancel any outstanding option or stock appreciation right in exchange for cash, other awards or new options or stock appreciation rights with a lower exercise price, unless such action is approved by stockholders in advance.

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consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities or other change in the corporate structure affecting our common stock, the 2019 Plan administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the 2019 Plan, will adjust the number and class of Shares that may be delivered under the 2019 Plan and/or the number, class, and price of Shares covered by each outstanding award, and the numerical Share or value limits, as applicable, set forth in the 2019 Plan.

Stock Options

        The Administrator is ableAn option gives a participant the right to grant nonstatutory stock options and incentive stock optionspurchase a specified number of Shares for a fixed exercise price during a specified period of time. Each option granted under the Incentive Plan. The Administrator determines2019 Plan will be evidenced by an award agreement specifying the number of shares of common stockShares subject to eachthe option althoughand the Incentive Plan provides that a participant may not receive options for more than 833,333 sharesother terms and conditions of common stock in any fiscal year, except in connectionthe option, consistent with his or her initial service as an employee with Sanmina, in which case he or she may be granted options to purchase up to an additional 833,333 sharesthe requirements of common stock.the 2019 Plan.

        The Administrator determines the exercise price per share of options granted under the Incentive Plan, provided the exercise price musteach option may not be at least equal to 100% ofless than the fair market value of Sanmina'sa share of our common stock on the date of grant. In addition, the exercise price of anHowever, any incentive stock option granted to any participanta person who at the time of grant owns stock possessing more than 10% of the total combined voting power of all classes of Sanmina's outstandingour stock or any parent or subsidiary corporation of ours (a "ten percent stockholder") must behave an exercise price per share equal to at least 110% of the fair market value of the common stock on the grant date.

        The term of an option may not exceed ten years, except that, with respect to any participant who owns 10% of the voting power of all classes of Sanmina's outstanding capital stock, the term of an incentive stock option may not exceed five years.

        After a termination of service with Sanmina for any reason other than death, a participant will be able to exercise the vested portion of his or her option for the period of time stated in the Award agreement. If no such period of time is stated in the participant's Award agreement, the participant will generally be able to exercise his or her option for (i) three months following his or her termination for reasons other than death or disability, and (ii) five years following his or her termination due to death or disability. In the case of termination of service as a result of death, the participant's beneficiary may exercise the option for shares that were unvested on the date of death. In no event may an option be exercised later than the expiration of its term.

        No adjustment will be made for a dividend or other right for which the record date is prior to the date shares are issued upon exercise of an option.

Stock Appreciation Rights

        The Administrator will be able to grant stock appreciation rights, which are the rights to receive the appreciation in fair market value of common stock between the grant date and the exercise date. Sanmina can pay the appreciation in either cash or shares of common stock or a combination of both. Stock appreciation rights will become exercisable at the times and on the terms established by the Administrator, subject to the terms of the Incentive Plan. The Administrator, subject to the terms of the Incentive Plan, will have complete discretion to determine the terms and conditions of stock appreciation rights granted under the Incentive Plan; provided, however, that the exercise price will not be less than 100% of the fair market value of a share on the date of grant. The termaggregate fair market value of athe shares (determined on the grant date) covered by incentive stock appreciation rightoptions which first become exercisable by any participant during any calendar year also may not exceed ten years. No participant$100,000. The fair market value of the common stock is generally the closing sales price of our stock as reported on the Nasdaq Global Select Stock Market.

        Options will be granted stock appreciation rights covering more than 833,333 sharesexercisable at such times or under such conditions as determined by the administrator and set forth in the award agreement.

        Upon the termination of common stock during any fiscal year, except that a participant may be granted stock appreciation rights covering up to an additional 833,333 sharesparticipant's service, the unvested portion of common stock in connection with his or her initial service as an employee with Sanmina.

        Afterthe participant's option generally expires. The vested portion of the option will remain exercisable for the period following the participant's termination of service with Sanmina for any reason other than death, a participant will be able to exercisethat was determined by the administrator and specified in the participant's award agreement, and if no such period was determined by the administrator, the vested portion of his or her stock appreciation right for the periodoption will remain exercisable for: (i) 90 days following a termination of time stated in the Award agreement. If no such period of time is stated in a participant's Award agreement, a participant will generally be able to exercise his or her stock appreciation right for (i) three months following his or her terminationservice for reasons other than death or disability andor (ii) five5 years following his or hera termination of the participant's service due to death or disability. In no event will the caseoption be exercisable after the end of the option's term. In the event of termination of service asdue to participant's death, the award becomes vested in full.

        The term of an option will be specified in the award agreement but may not be more than ten years (or five years for an incentive stock option granted to a resultten percent stockholder).

        The 2019 Plan provides that the administrator will determine the acceptable form(s) of consideration for exercising an option. An option will be deemed exercised when we receive the notice of exercise and full payment for the Shares to be exercised, together with applicable tax withholdings.

Stock Appreciation Rights

        A stock appreciation right gives a participant the right to receive the appreciation in the fair market value of our common stock between the date an award is granted and the date it is exercised. Upon exercise of a stock appreciation right, the holder of the award will be entitled to receive an amount determined by multiplying: (i) the difference between the fair market value of a share on the date of exercise and the exercise price by (ii) the number of exercised stock appreciation rights. We may pay the appreciation in cash, in Shares, or a combination of both. Each stock appreciation right granted under the 2019 Plan will be evidenced by an award agreement specifying the exercise price and the other terms and conditions of the award.

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death, the participant's beneficiary may        The exercise the unvested portionprice per share of theeach stock appreciation right. In no eventright may not be less than the fair market value of a share of our common stock on the date of grant.

        Stock appreciation rights will be exercisable at such times or under such conditions as determined by the administrator and set forth in the award agreement.

        The term of a stock appreciation right may not be exercised latermore than ten years. The terms and conditions relating to the expirationperiod of its term.

        Participants holding unvestedexercise of stock appreciation rights shall not be entitledfollowing the termination of a participant's service are similar to receive dividends or other distributionsthose for options described above. In the event of termination of service due to participant's death, the award becomes vested in respect of such Awards until the time specified for payout of the stock appreciation rights in the Award Agreement.full.

Restricted Stock Awards

        Awards of restricted stock are rights to acquire or purchase shares of Sanmina's common stock, whichShares that vest in accordance with the terms and conditions established by the Administratoradministrator in its sole discretion. GrantsUnless otherwise provided by the administrator, a participant will forfeit any Shares of restricted stock are typically made without receiptthat have not vested by the termination of consideration (other than the recipient's continued service).participant's service. However, in the event of termination of service due to participant's death, the award becomes vested in full. Each restricted stock award granted will be evidenced by an award agreement specifying the number of Shares subject to the award and the other terms and conditions of the award. The Administrator may set restrictions based onadministrator will determine the achievementvesting conditions that apply to an award of specific performance goals. Vesting can also be time-based. Untilrestricted stock.

        Unless the Administrator determinesadministrator provides otherwise, sharesparticipants holding Shares of restricted stock will be held by Sanmina as escrow agenthave voting rights without regard to vesting, but will not have rights to dividends and other distributions with respect to such Shares until the Shares vest. The administrator has the discretion to reduce or waive any restrictions lapse. After the grant of restricted stock, the Administrator, in its discretion, mayand to accelerate the time at which any restrictions will lapse or be removed.

        The Award agreement will generally grant SanminaRestricted Stock Units

        A restricted stock unit represents a right to repurchasereceive cash or reacquirea share of our common stock if the sharesperformance goals or other vesting criteria set by the administrator are achieved or the restricted stock unit otherwise vests. Each award of restricted stock units granted under the 2019 Plan will be evidenced by an award agreement specifying the number of Shares subject to the award and other terms and conditions of the award. The administrator will determine the vesting conditions that apply to an award of restricted stock units.

        After an award of restricted stock units has been granted, the administrator has the discretion to reduce or waive any restrictions or vesting criteria that must be met to receive a payout or to accelerate the time at which any restrictions will lapse or be removed. A participant will forfeit any unearned restricted stock units upon the termination of his or her service. However, In the participant's service with Sanmina for any reason at the cost, if any, paid by the recipient, other than in the caseevent of termination of service as a result ofdue to participant's death, the award becomes vested in which case allfull. The administrator in its sole discretion may pay earned restricted stock shall become fully vested. With respect to restricted stock intended to qualify as "performance-based compensation" under Section 162(m)units in cash, Shares, or a combination of the Code, no participant will be granted a right to purchase or acquire more than 333,333 shares of restricted stock during any fiscal year, except that a participant may be granted up to an additional 333,333 shares of restricted stock in connection with his or her initial employment with Sanmina.both.

Restricted StockPerformance Units and Performance Shares

        Awards of restricted stockPerformance units and performance shares are awards that will result in a payment to a participant only if performance goals established by the vesting criteriaadministrator are achieved or the Administrator establishes is satisfied, which may be time-basedawards otherwise vest. Performance units will have an initial value established by the administrator on or based on company or divisional performance. Upon satisfyingbefore the applicable vesting criteria, the participantdate of grant. Each performance share will be entitledhave an initial value equal to the payout specified in the Award agreement. Afterfair market value of a share on the grant of restricted stock units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

        The Administrator, in its sole discretion, may provide in the Award agreement that earned restricted stock units shall be paid in cash, shares of common stock, or a combination thereof. Restricted stock units that are fully paid in cash will not reduce the number of shares of common stock available for grant under the Incentive Plan. All unearned restricted stock units will be forfeited to Sanmina in the event of termination of service by the recipient, other than termination of service as a result of death, in which case the Award will become fully vested. With respect to restricted stock units intended to qualify as "performance-based compensation" under Section 162(m) of the Code, no participant may be granted more than 333,333 restricted stock units during any fiscal year, except that the participant may be granted up to an additional 333,333 restricted stock units in connection with his or her initial employment with Sanmina.

date. Performance Units and Performance Shares

        The Administrator will be able to grant performance units and performance shares which are Awards that will result in a payment to a participant only if the performance goals or other vesting criteria set by the Administrator may establishadministrator are achieved or the Awardsawards otherwise vest. The Administrator will establish performance goals or other vesting criteria (including, without limitation, continued service to Sanmina) in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to

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participants. After the grant        Each award of performance units or performance shares granted under the Administrator,2019 Plan will be evidenced by an award agreement specifying the performance period and other terms and conditions of the award. The administrator may set vesting criteria based upon the achievement of company-wide, divisional, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the administrator, in its solediscretion.

        After an award of performance units or performance shares has been granted, the administrator has the discretion mayto accelerate, reduce or waive any performance objectives or other vesting provisions for such Award.performance units or performance shares, but may not increase the amount payable at a given level of performance.

        The Administrator determinesadministrator has the number ofdiscretion to pay earned performance units andor performance shares granted to any participant. With respect to performance units and performance shares intended to qualify as "performance-based compensation" under Section 162(m) of the Code, during any fiscal year, no participant will receive more than 333,333 performance shares and no participant will receive performance units having an initial value greater than $5,000,000 except that a participant may be granted performance shares covering up to an additional 333,333 shares of common stock and performance units having an initial value up to an additional $5,000,000 in connection with his or her initial employment with Sanmina. Performance units will have an initial dollar value established by the Administrator on or before the date of grant. Performance shares are deemed to have an initial value equal to the fair market value of the number of shares of Sanmina's common stock subject to the Award on the grant date.

Performance Bonus Awards

        The Board's compensation committee ("Compensation Committee") may use the Incentive Plan to provide for cash bonuses intended to qualify as "performance- based compensation" under Section 162(m) of the Code and that are payable upon the attainment of performance goals established by the Compensation Committee for a given performance period prior to a determination date. Performance-based awards in the form of cash, bonusesShares (which will have an aggregate fair market value equal to the earned performance units or performance shares at the close of the applicable performance period), or a combination of both.

        A participant will forfeit any performance units or performance shares that have not been earned or have not vested as of the termination of his or her service with us. However, in the event of termination of service due to participant's death, the award will accelerate, with such acceleration assuming that all performance goals and other vesting criteria are deemed achieved at target performance levels and any additional service conditions satisfied.

Transferability

        Awards generally are not transferable other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the participant, only by the participant. With the approval of the administrator, a participant may transfer an award, in a manner specified by the administrator, to a spouse or former spouse pursuant to certain court-approved domestic relations orders, and transfer an option by gift to an immediate family member or certain trusts, partnerships or other entities or foundations in accordance with the terms of the 2019 Plan.

Outside Director Limitations

        No non-employee director may be granted, in any fiscal year of the Company, awards with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) of greater than $900,000. Any awards granted to an individual for his or her services as an employee, or for his or her services as a consultant (other than as a non-employee director), will not count for purposes of this limitation.

One-Year Vesting Requirement; Chief Executive Officer Holding Requirement

        Awards granted under the Incentive2019 Plan shall vest no earlier than the one year anniversary of the award's date of grant, provided that the administrator, in its sole discretion, may not exceed more than $5,000,000provide that an award may accelerate vesting by reason of the participant's death, disability or retirement, or termination of the participant's service, including a termination that occurs in any fiscal year.

Performance Goals

        The granting and/orconnection with a change in control, and provided further that awards that result in the vestingissuance of Awardsan aggregate of options, restricted stock, restricted stock units, performance shares, performance units (including performance units payable in cash), cash bonuses and other incentivesup to 5% of the Shares reserved for issuance under the Incentive2019 Plan may be made subjectgranted to service providers, or outstanding awards modified, without regard to such minimum vesting, exercisability and distribution provisions. In addition, Shares received by the attainmentChief Executive Officer upon exercise, settlement or issuance of performance goals relatingan Award granted to him or her while serving as Chief Executive Officer may not be sold or otherwise transferred (other than for estate planning purposes) for at least one year following delivery of such Shares or, more business criteria withinif earlier, upon the meaning of Section 162(m)termination of the Code and may provide for a targeted level or levels of achievement of goals relating to: (a) accounts payable days; (b) accounts payable turns; (c) annual revenue; (d) cash collections; (e) cash cycle days; (f) customer satisfaction MBOs; (g) days sales outstanding; (h) earnings per share; (i) free cash flow; (j) gross margin; (k) gross profit; (l) inventory turns; (m) net income; (n) new orders; (o) operating income; (p) pro forma net income; (q) return on designated assets; (r) return on equity; (s) return on sales; and (t) product shipments.

        Any performance goals may be usedChief Executive Officer's service to measure the performance of Sanmina as a whole or a business unit of Sanmina, and may be measured relative to a peer group or index. The performance goals may differ from participant to participant and from Award to Award. The Compensation Committee may provide that partial achievement of performance goals may result in the payment or vesting corresponding to a partial (but not necessarily proportional) portion of an Award. The determination date is the latest possible date that the Compensation Committee can make adjustments to the method of calculating the attainment of performance goals for a performance period without jeopardizing the tax treatment of the award as performance-based. Prior to the determination date, the Compensation Committee is authorized to make adjustments in the method of calculating the attainment of performance goals for a performance period as follows: (i) to exclude restructuring and integration charges (including employee severance and benefits costs and charges related to excess facilities and assets); (ii) to exclude impairment charges for goodwill and intangible assets and amortization expense; (iii) to exclude exchange rate effects, as applicable, for non-U.S. dollar denominated net sales and operating earnings; (iv) to exclude the effects of changes to generally accepted accounting principles required by the Financial Accounting Standards Board; (v) to exclude the effects of any statutory adjustments to corporate tax rates; (vi) to exclude stock-based compensationus.

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expense determined under generally accepted accounting principles; (vii) to exclude any other unusual, non-recurring gainDissolution or loss or extraordinary item; (viii) to respond to, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development; (ix) to respond to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions; (x) to exclude the dilutive effects of acquisitions or joint ventures; (xi) to assume that any business divested by Sanmina achieved performance objectives at targeted levels during the balance of a performance period following such divestiture; (xii) to reflect a corporate transaction, such as a merger, consolidation, separation (including a spin-off or other distribution of stock or property by a corporation), or reorganization (whether or not such reorganization comes within the definition of such term in Code Section 368); and (xiii) to reflect any partial or complete corporate liquidation. The Compensation Committee also retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of performance goals.

Terms and Conditions of Awards Intended to Qualify as "Performance-Based Compensation" under Section 162(m)

        The Incentive Plan permits the Compensation Committee to grant "performance-based" Awards to "covered employees," as such terms are defined under Code Section 162(m). Performance-based awards are generally not subject to the cap on the deductibility of compensation paid to covered employees contained in Code Section 162(m). Covered employees are defined as the Chief Executive Officer and the next three most highly compensated executive officers of Sanmina other than the Chief Financial Officer.

        If the Compensation Committee grants an Award to a covered employee intended to qualify as "performance-based compensation," certain rules of the Incentive Plan control over any other provisions of the Incentive Plan. To the extent necessary to comply with the requirements of Code Section 162(m), with respect to any Award granted subject to performance goals, within the determination date, the Compensation Committee will, in writing, (a) designate the participants who are covered employees, (b) select the performance goals applicable to the performance period, (c) establish the performance goals, and amounts or methods of computation of such Awards, as applicable which may be earned for such performance period, and (d) specify the relationship between the performance goals and the amounts or methods of computation of such Awards, as applicable, to be earned by each covered employee for such performance period. For purposes of the Incentive Plan, a performance period is the fiscal year of Sanmina or such other period determined by the Administrator.

        Following the completion of a performance period, the Compensation Committee must certify whether the applicable performance goals have been achieved for such performance period. In determining amounts earned by a "covered employee," the Compensation Committee will have the right to reduce or eliminate (but not increase) the amount payment at a given level of performance to take into account additional factors that the Compensation Committee may deem relevant to the assessment of individual or corporate performance for the performance period.

        Unless otherwise provided in an Award agreement, a "covered employee" must be employed by Sanmina or any affiliate on the day an Award intended to qualify as "performance-based compensation" is paid. Further, a "covered employee" will be eligible to receive a payment intended to qualify as "performance-based compensation" only if the performance goals for such period are achieved.

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Limits on Awards Granted to Non-Employee Directors.

        The Incentive Plan provides that in any given fiscal year, a non-employee director may not receive under the Incentive Plan awards having a grant date fair value greater than $900,000, as grant date fair value is determined under generally accepted accounting principles. The value of equity actually granted to our directors, inclusive of equity granted in lieu of cash retainers, during fiscal 2017 is shown on page 59.

Transferability of Awards

        Awards granted under the Incentive Plan are generally not transferable, and all rights with respect to an Award granted to a participant generally will be available during a participant's lifetime only to the participant. The Administrator may approve certain transfers as specified in the Incentive Plan.

Change in ControlLiquidation

        In the event of a proposed dissolution or liquidation of our company, the administrator will notify each participant as soon as practicable prior to the effective date of such proposed transaction. An award will terminate immediately prior to consummation of such proposed action to the extent the award has not been previously exercised.

Change in Control

        The 2019 Plan provides that, in the event of a merger or change in control of Sanmina,the Company, each outstandingaward will be treated as the administrator determines, including that that each Award will be assumed or an equivalent option or right substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the successor corporation, or the parent or subsidiary of

        If the successor corporation does not assume or substitute for the Award,award, the participant will fully vest in and have the right to exercise all of his or her outstanding options orand stock appreciation rights, including shares of common stock as to which such Awards would not otherwise be vested or exercisable, all restrictions on restricted stock will lapse, and with respect to restricted stock units performance shares and performance units,will lapse. With respect to awards with performance-based vesting that are not assumed or substituted for, all performance goals or other vesting criteria will be deemed achieved at target levelsbased on actual performance measured through the last date that the award remains outstanding (or such earlier date, as determined by the administrator, in its sole discretion), with any performance period shortened proportionately and allapplicable performance goals or other terms and conditions met.vesting criteria adjusted proportionately to reflect the shortened performance period (or to the extent applicable, the value of the consideration to be received by the Company's stockholders in connection with the merger or change in control), as determined by the administrator, in its sole discretion. In addition, if an option or stock appreciation right becomes fully vested and exercisable in lieu of assumptionis not assumed or substitution insubstituted for, the event of a change of control, the Administratoradministrator will notify the participant in writing or electronically that the option or stock appreciation right will be fully vested and exercisable for a period of time determined by the Administratoradministrator, in its sole discretion, and the option or stock appreciation right will terminate upon the expiration of such period.

        For awards granted to our non-employee directors, in the event of a change in control in which such awards are assumed or substituted for, if on the date of or following such assumption or substitution the participant's status as a director or a director of the successor corporation, as applicable, is terminated other than upon a voluntary resignation by the participant (unless such resignation is at the request of the acquirer), then the participant will fully vest in and have the right to exercise options and/or stock appreciation rights as to all of the Shares underlying such award, including those Shares which would not otherwise be vested or exercisable, all restrictions on restricted stock and restricted stock units will lapse, and, with respect to awards with performance-based vesting, unless specifically provided otherwise under the applicable award agreement, a Company policy applicable to the participant, or other written agreement between the participant and the Company, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met.

Amendment and Termination of the Incentive Plan

        The Administrator2019 Plan will haveautomatically terminate ten years from the authority todate of its adoption by our Board of Directors, unless terminated at an earlier time by our Board of Directors. The administrator may amend, alter, suspend, or terminate the Incentive2019 Plan exceptat any time, provided that no amendment may be made without stockholder approval will be required for any amendment to the Incentive Plan to the extent required byapproval is necessary or desirable to comply with any applicable laws. No amendment, alteration, suspension, or termination of the Incentive Plan willmay materially impair the rights of any participant unless mutually agreed otherwise between the participant and the Administratoradministrator.

Summary of U.S. Federal Income Tax Consequences

        The following summary is intended only as a general guide to the U.S. federal income tax consequences of participation in the 2019 Plan. The summary is based on existing U.S. laws and