Exhibit 10.29.1
ADDENDUM APPLICABLE TO FRANCE:
ADDITIONAL TERMS AND CONDITIONS FOR EMPLOYEES OF THE FRENCH SUBSIDIARY(IES)
SANMINA CORPORATION, INC. ("THE COMPANY")
SANMINA CORPORATION 1999 STOCK PLAN, ("THE U.S. PLAN")
The additional terms and conditions detailed below are to be read in conjunction
with the rules of the U.S. Plan. Defined terms have the same meaning as that
stated in the rules of the U.S. Plan except as provided hereafter. The current
additional terms and conditions are specific to employees of THE SUBSIDIARIES OF
SANMINA IN FRANCE only and do not affect the rights afforded to employees of
other Group companies who are granted Options under the U.S. Plan.
1. Notwithstanding any other provision of the U.S. Plan, options granted to
any Participant who do not have an employment contract with the Company
except the non-employed directors having a management function such as the
"president-directeur general", the "directeur-general", the "members of
the "directoire" and the "gerant" of a "societe en commandite par actions"
as specified under the French Companies Act dated July 24, 1966, will not
be deemed to have been granted pursuant to the present addendum.
2. Options granted to any participants holding shares representing 10% or
more of share capital of the Company upon grant date will not be deemed to
have been granted pursuant to this Addendum.
3. Notwithstanding any other provision of the U.S. Plan, the company being
publicly-listed, the option price of the newly issued shares cannot be
lower than 80% of the average stock exchange price during the 20 days
preceding the grant.
4. Notwithstanding(1) any other provision of the U.S. Plan, the option price
cannot be lower than 80% of the average re-purchase price of its own shares
held by the Company in order to be allocated to options beneficiaries.
Options granted in connection with shares held by the Company for more than
one year prior to the date of grant of the said options, shall not be
deemed to have been granted under this French Addendum.
5. Notwithstanding any other provision of the U.S. Plan, the option price
shall remain unchanged from the date of grant.
(1) in case of options to acquire treasury shares
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6. The option price shall only be adjusted upon the occurrence of the events
specified under the French Companies Act dated July 24, 1966 (Article
208-5) in accordance with French law as follows:-
(i) an increase, by cash contribution, of the Company's share capital,
reserved to its existing shareholders;
(ii) an issuance of convertible or exchangeable bonds reserved to the Company's
existing shareholders;
(iii) a capitalization of retained earnings, profits, or issuance premiums;
(iv) a distribution of retained earnings by payment in cash or shares; and
(v) a reduction of corporate capital by set off against losses completed by
the reduction of the number of shares.
7. Notwithstanding any other provision of the U.S. Plan, options granted
within a twenty day period following a distribution of dividends or a
capital increase shall not be deemed to have been granted under this
Addendum.
8. Notwithstanding any other provision of the U.S. Plan, the maximum delay to
grant options in case of options relating to the non-repurchased shares is
five years after the Company's shareholders meeting for issuance.
9. The Company can grant options to employees on the basis of either Approach
A or Approach B as follows:-
APPROACH A
Notwithstanding any other provision of the U.S. Plan, options will be
exercisable after the expiration of a five year period from the date of
grant, except as otherwise decided at the sole discretion of the
Remuneration Committee of the Company. The Company is authorized to
unilaterally accelerate, reduce, lift or cancel the present five year
vesting period, as may be necessary or desirable to comply with the French
applicable social or tax laws. Notwithstanding the present provision, the
five year vesting period will be automatically lifted upon the death of
the optionee as provided by section 10 hereafter or, upon the disability
of the employee defined as Second or Third category by Articles L 341-4 of
the French Social Security.
APPROACH B
Notwithstanding any other provision of the U.S. Plan, no option can be
exercised before a two year period further to the date of grant. The
shares acquired upon exercise may not be sold, exchanged, transferred,
assigned, pledged, hypothecated or otherwise disposed of, before the
expiration of a three
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year period further to the first date on which the options are
exercisable. Notwithstanding the present provision, the two year vesting
period will be automatically lifted upon the death of the optionee as
provided by section 10 hereafter or, upon the disability of the employee
defined as Second or Third category by Article L. 341-4 of the French
Social Security Code. The Company is authorized to unilaterally
accelerate, reduce, lift or cancel the vesting and holding period, as may
be necessary or desirable to comply with the French applicable social or
tax laws.
10. Notwithstanding any other provision of the U.S. Plan, the shares issued
upon exercise of an Option shall be issued exclusively in the name of the
Optionee.
11. Notwithstanding any other provision of the U.S. Plan, no option will be
transferable except in case of death of the optionee. In the event of the
optionee's death, the period during which the legal heirs are entitled to
exercise the options is six months following the optionee's death.
12. The total number of options granted and remaining unexercised (outstanding
options) shall never cover a number of shares exceeding one-third of the
share capital of the Company.
13. Notwithstanding any other provision of the U.S. Plan, options may only be
granted to individuals who are employed by the issuing company at the date
of grant or by a company who has, at the date of grant, the following
capital links with the issuing company:
- At least 10% of the employer's company capital is held, directly or
indirectly, by the issuing company, or
- the employer's company directly or indirectly holds at least 10% of
the issuing company's capital, or
- at least 50% of the employer's company capital is held, directly or
indirectly by a company which holds, directly or indirectly, at
least 50% of the issuing company's capital.
The Letter of Invitation, the Application Form, the Letter of Grant, the Option
Certificate and the Notice of Exercise of Option constitute part of this French
Addendum.
THE FRENCH ADDENDUM TO THE U.S. PLAN HAS BEEN ADOPTED BY ACTION BY WRITTEN
CONSENT OF THE DIRECTORS OF THE COMPANY. IN THE EVENT OF ANY CONFLICT BETWEEN
THE PROVISIONS OF THE CURRENT FRENCH ADDENDUM AND THE U.S. PLAN OR ANY OTHER
CONTRACTUAL DOCUMENT IN RELATION WITH THE U.S. PLAN AND/OR THE FRENCH ADDENDUM
ENTERED INTO WITH AN EMPLOYEE, THE PROVISIONS OF THE FRENCH ADDENDUM SHALL
PREVAIL.
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