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Published: 2008-03-26

Executive Employment Agreement - Celestica Inc.



EXECUTIVE EMPLOYMENT AGREEMENT

MEMORANDUM OF AGREEMENT amended and restated as of the 26 day of July, 2007.

BETWEEN

CELESTICA INC., a corporation incorporated under the
laws of the Province of Ontario
(hereinafter called the "Corporation"),

OF THE FIRST PART,

- and -

CELESTICA INTERNATIONAL INC.,
a corporation incorporated under the laws of
the Province of Ontario, (hereinafter included as the
Corporation),

OF THE SECOND PART,

- and -

CELESTICA CORPORATION, a Delaware
Corporation (hereinafter included as the
Corporation)

OF THE THIRD PART,

- and -

CRAIG H. MUHLHAUSER of Princeton, New Jersey,
(hereinafter called the "Executive"),

OF THE FOURTH PART.

WHEREAS the Executive has been appointed as Chief Executive Officer of the Corporation, and the Corporation wishes to continue to retain the services of the Executive to provide the services hereinafter described and the Executive wishes to continue to provide the Executive153s services to the Corporation as hereinafter set forth;

AND WHEREAS the Corporation considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Corporation and its shareholders;

AND WHEREAS the Executive is a key management executive of the Corporation and is considered by the Corporation and the Board of Directors to be a valued employee of the Corporation who has acquired outstanding and special skills and abilities and an



extensive background in and knowledge of the Corporation153s business and industry in which it operates;

AND WHEREAS the Corporation recognizes the valuable services that the Executive has provided and is continuing to provide to the Corporation and believes that it is reasonable and fair to the Corporation that the Executive receive fair treatment upon any termination of the Executive153s employment, in the event of a Change in Control (as hereinafter defined) and upon any termination of the Executive153s employment during the Change in Control Period (as hereinafter defined);

AND WHEREAS the Executive also acknowledges that the Executive153s position has given and will give the Executive access to confidential information of substantial importance to the Corporation, its subsidiaries and their businesses and that the compensation set out in this Agreement is, in part, in consideration for the covenants set out in Section 13;

AND WHEREAS the Corporation and the Executive acknowledge that the compensation and benefits payable hereunder are reasonable having regard to all of the circumstances of the Executive153s employment with the Corporation and having regard to executives in similar circumstances in large global companies;

AND WHEREAS the Board (as hereinafter defined) has determined that it would be in the best interests of the Corporation to induce the Executive to continue in the employ of the Corporation by indicating, among other things, that in the event of a Change in Control, the Executive would have certain automatic and guaranteed rights;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the parties agree as follows:

1. Interpretation

In this Agreement, unless the context otherwise requires or unless otherwise indicated, the following terms shall have the following meanings, respectively:

(a) "Annual Base Salary" shall have the meaning set out in section 4(a) of this Agreement;

(b) "Board" means the Board of Directors of Celestica Inc.;

(c) "Cause" means the occurrence of any of the following:

(i) wilful and continued failure by the Executive to substantially perform the Executive153s duties (other than any such failure resulting from the Executive153s incapacity due to physical or mental illness or the Executive becoming Permanently Disabled) after a demand for substantial performance is delivered in writing to the Executive from the Board, which specifically identifies the manner in which the Executive has not substantially performed the Executive153s duties and specifically identifies

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the manner in which such failure might be corrected, granting the Executive a period of thirty (30) days in which to effect such correction;

(ii) wilful engaging by the Executive in gross misconduct which is demonstrably and materially injurious to the Corporation, monetarily or reputationally;

(iii) the conviction of the Executive of a criminal offence involving dishonesty, fraud or other moral turpitude;

(iv) the receipt by or on behalf of the Executive or any member of the Executive153s immediate family (other than in his or her capacity as a shareholder of the Corporation) of any personal profit arising out of or in connection with a transaction to which the Corporation is a party without making disclosure to and obtaining the prior written consent of the Corporation;

(v) the failure by the Executive to honour the Executive153s fiduciary duties to the Corporation; or,

(vi) the failure by the Executive to follow the direct written instructions of the Board, provided that such instructions are not contrary to applicable law or generally accepted moral standards of business conduct,

provided that for purpose of subparagraphs (i) and (ii) of this definition, no act or failure to act by the Executive shall be considered "wilful" unless done or omitted to be done by the Executive in bad faith and without reasonable belief that the Executive153s action or omission was in the best interests of the Corporation;

(d) "Change in Control" means the occurrence of any of the following after the date hereof:

(i) the acquisition by any person or entity of beneficial ownership of securities of the Corporation which, directly or following conversion or exercise thereof, would entitle the holder thereof to cast more than 50% of the votes attaching to all securities of the Corporation which may be cast to elect directors of the Corporation, other than the additional acquisition of securities by a person or entity beneficially owning such number of securities on the date hereof;

(ii) the consummation of an amalgamation, arrangement, merger or other consolidation of the Corporation with another corporation or a sale of all or substantially all of the assets of the Corporation to another corporation pursuant to which, and such that, all the persons who, immediately prior to such consummation, beneficially owned all of the securities of the Corporation which could be cast to elect directors of the Corporation, immediately thereafter do not beneficially own securities of the successor or continuing corporation or corporation acquiring the assets

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which would entitle such persons, directly or following conversion or exercise thereof, to cast more than 50% of the votes attaching to all securities of such corporation which may be cast to elect directors of that corporation (other than any such amalgamation, arrangement, merger or combination or sale of all or substantially all of the assets which is proposed or initiated, directly or indirectly, by the Executive (other than solely in the Executive153s capacity as an executive or member of the Board acting in the best interests of the Corporation) or any corporation controlled by the Executive); or

(iii) Incumbent Directors ceasing to constitute a majority of the Board as a consequence of the solicitation of proxies through a proxy circular by persons other than management;

(e) "Change in Control Period" means the Potential Change in Control Period and the three year period after a Change in Control;

(f) "Corporation" shall have the meaning first set forth above;

(g) "CSUP" means the Celestica Share Unit Plan made as of December 9, 2004 as amended from time to time;

(h) "Date of Grant" shall have the meaning given to such term in the LTIP;

(i) "Date of Termination" means the date of termination of the employment of the Executive by the Corporation or the date on which the Executive provides notice to the Corporation of the termination of the Executive153s employment for Good Reason or Good Reason upon Change in Control and for greater certainty, any such date of termination shall be considered to be the last date on which the Executive is actively at work and shall not be considered to extend to a later date by virtue of any statutory, contractual or common law notice period;

(j) "Employment Period" shall have the meaning set out in section 12(b) of this Agreement;

(k) "Executive" shall have the meaning first set forth above;

(l) "Good Reason" for the termination by the Executive of the Executive153s employment shall mean the occurrence (without the Executive153s express written consent) of any one of the following acts by the Corporation, or failure by the Corporation to act, unless, in the case of any act or failure to act described in subsection (i), (v), (vi) or (viii) below, such act or failure to act is corrected prior to the Date of Termination:

(i) the assignment to the Executive of any duties inconsistent in any material adverse respect with the Executive153s position, authority, duties or responsibilities as they exist immediately prior to the time of such assignment or the diminution or adverse alteration in any material

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adverse respect of such position, authority, duties or responsibilities, excluding, for this purpose, an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Corporation promptly after receipt of notice thereof given by Executive;

(ii) any reduction in the Executive153s rate of Annual Base Salary, or any reduction in the Executive153s total cash and stock compensation opportunities, including Annual Base Salary and incentives, for any fiscal year to less than 100% of the total cash and stock compensation opportunities made available to the Executive immediately prior to the time of such reduction, except a reduction applicable to all executives as determined by the Board in good faith and consistent with past practice and current market conditions or failure by the Corporation to provide the Executive with total cash and stock compensation opportunities in accordance with any agreement between the Executive and the Corporation;

(iii) the relocation of the Executive153s principal place of employment to a location more than 100 kilometres outside the City of Toronto except for required travel on the Corporation153s business to an extent substantially consistent with the Executive153s present business travel obligations;

(iv) the failure by the Corporation to pay to the Executive any portion of the Executive153s current compensation within seven days of the date such compensation is due;

(v) the failure by the Corporation to continue to effect any compensation plan in which the Executive participates immediately prior to the time of such failure which is material to the Executive153s total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Corporation to continue the Executive153s participation therein (or in such substitute or alternative plan) on a basis not materially less favourable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive153s participation relative to other participants, as existed immediately prior to the time of such failure;

(vi) save and except where the Corporation implements a change to the benefits referred to in this paragraph that applies to all of the Corporation153s employees in receipt of the benefit as determined by the Board in good faith and consistent with past practice and current market conditions, the failure by the Corporation to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Corporation153s pension, life insurance, medical, dental, health and accident or disability plans, programs or arrangements in which the Executive is participating immediately prior to the time of such failure or the taking of any other action by the

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Corporation which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive immediately prior to the time of the taking of such action, or the failure by the Corporation to continue to provide the Executive with the number of paid vacation days to which the Executive is entitled on the basis of years of service with the Corporation in accordance with the Corporation153s normal vacation policy in effect immediately prior to the time of such failure;

(vii) the failure by the Corporation to obtain the assumption of the agreement to perform this Agreement by any successor as contemplated in Section 27 hereof;

(viii) any other purported termination by the Corporation of the Executive153s employment other than for Cause.

(m) "Good Reason Upon A Change in Control" for the termination by the Executive of the Executive153s employment shall mean:

(i) the occurrence of any of the acts or failure to act of the Corporation set out in Section 1(l)(i) through (viii) inclusive, unless, in the case of any act or failure to act described in Section 1(l)(i), (v), (vi) or (viii), such act or failure to act is corrected prior to the Date of Termination, where such acts or failure to act occurs during the Change in Control Period; or

(ii) any breach of this Agreement by the Corporation during the Change in Control Period;

(n) "Incumbent Director" means any member of the Board who was a member of the Board immediately prior to the occurrence of a transaction, transactions or elections giving rise to a Change in Control (other than a transaction approved by the Board) and any successor to an Incumbent Director who is recommended or elected or appointed to succeed an Incumbent Director by the affirmative vote of a majority of the Incumbent Directors then on the Board;

(o) "LTIP" means the Corporation153s Long-Term Incentive Plan made as of June 28, 1998, as amended and restated as of October 16, 2002, and as may be further amended from time to time;

(p) "Option" means an option to purchase shares in the capital of the Corporation granted under the LTIP and/or any other future plans;

(q) "Performance-Contingent Option" means an option granted under the LTIP and/or any other future plans, the vesting of which is determined in accordance with the achievement of performance targets established by the Board of Directors at the time of the grant of the option;

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(r) "Permanently Disabled" shall have the meaning set out in section 12(b) of this Agreement;

(s) "Potential Change in Control" shall be deemed to have occurred if any one of the following occurs:

(i) the Corporation enters into a binding agreement, the consummation of which would result in the occurrence of a Change in Control;

(ii) the Corporation publicly announces an intention to take or to consider taking action which, if consummated, would constitute a Change in Control; or

(iii) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred;

(t) "Potential Change in Control Period" shall commence upon the occurrence of a Potential Change in Control and shall lapse immediately following the first to occur of:

(i) a Change in Control; or

(ii) the first anniversary of the occurrence of a Potential Change in Control;

(u) "Right" means a stock appreciation right and includes stock appreciation rights granted under the LTIP and/or any other future plans;

(v) "RSUs" means, as applicable in the circumstances, Performance Units granted under the LTIP or the CSUP, Restricted Share Units granted under the CSUP and, any share units or similar rights granted or issued under any other plan providing for equity or equity-based incentives or compensation other than the ESPO Plan or Options;

(w) "RSU Rights" shall mean the Executive153s entitlements and rights under and determined in accordance with CSUP, the LTIP, or other applicable plan or arrangement, or failing such provisions, in accordance with the terms in respect of the change in control or termination set out in the Board resolution authorizing the grant of such incentive or compensation, or such other, more favourable terms, that the Board, acting in its discretion, may determine;

(x) "Section 409A" shall mean Section 409A of the United States Internal Revenue Code and all regulations thereunder;

(y) "Shares" shall have the meaning given to such term in the LTIP;

(z) "Target Bonus" means one hundred (100%) of the Executive153s Annual Base Salary or such higher percentage of the Executive153s Annual Base Salary as may be approved by the Board from time to time;

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(aa) "Trade Secrets" shall have the meaning set out in section 14(a) of this Agreement;

(bb) "USIRC" means the Internal Revenue Code of 1986 of the United States of America or any successor statute of the United States of America, as either may be amended from time to time (any reference to a particular Section of the USIRC includes any comparable provision of the Internal Revenue Code of 1986 of the United States of America or any such successor statute that may be enacted after the date of this Agreement); and,

(cc) "Year" shall have the meaning given to such term in the LTIP.

2. Position - Capacity and Services

The Executive shall continue to serve the Corporation and any subsidiaries of the Corporation in such capacity or capacities and shall perform such duties and exercise such powers pertaining to the management and operation of the Corporation and any subsidiaries and associates of the Corporation (as those terms are defined in the Business Corporations Act (Ontario)) as may be determined from time to time by the Board consistent with the office of the Executive. It is acknowledged and agreed that the duties and responsibilities of the Executive may be adjusted from time to time by the Board as the Board may determine to be appropriate in light of growth and other changes in the business and affairs of the Corporation and its subsidiaries and associates (but not in such a manner as would constitute Good Reason or Good Reason upon a Change in Control). Without limitation of the foregoing, the Executive shall occupy the office of Chief Executive Officer and shall:

(a) devote all of the Executive153s business time and attention and the Executive153s best efforts to the business and affairs of the Corporation, provided however, that, in addition to the two boards of directors on which the Executive serves on the date hereof disclosed to the Corporation, the Executive may serve as a member of a board of directors of an entity if the Board, or an appropriate committee thereof, determines in its sole discretion that such membership is not averse to the interests of the Corporation;

(b) perform those duties that may reasonably be assigned to the Executive diligently and faithfully to the best of the Executive153s abilities and in the best interests of the Corporation; and

(c) use the Executive153s best efforts to promote the interests and goodwill of the Corporation.

3. Reporting Procedures

The Executive shall report to the Board. The Executive shall report fully to the Board on the Executive153s scope of responsibility and advise to the best of the Executive153s ability and in accordance with reasonable business standards on business matters that may arise within such scope of responsibility from time to time.

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4. Remuneration

(a) Annual Base Salary. The annual base salary (the "Annual Base Salary") payable to the Executive for the Executive153s services hereunder for the term of this Agreement shall be as determined by the Board from time to time, and shall be exclusive of bonuses, benefits and other compensation. The Annual Base Salary shall be payable in equal bi-monthly instalments in arrears in accordance with existing practice, or in such other manner as may be mutually agreed upon, less, in any case, any deductions or withholdings required by law.

(b) Additional Remuneration and Benefits. The Corporation shall provide the Executive with employee benefits comparable to those provided by the Corporation from time to time to other senior executive officers of the Corporation and shall permit the Executive to participate in any bonus plan, incentive plan, share option plan, share purchase plan, retirement plan, or similar plan offered by the Corporation from time to time to its senior executive officers in the manner and to the extent authorized by the Board. Such benefits shall include the lease of a car for the Executive153s use of a type as is reasonable in the circumstances.

(c) "Most Favoured Nation". The Executive understands that no employee of the Corporation has or will have remuneration as described in this section 4 which is greater than or superior to the Executive153s and should the Corporation decide to commit to better terms with a future executive, it will review and where necessary to achieve the intent of this section 4(c), adjust the Executive153s remuneration package.

5. Salary and Bonus Adjustments

(a) The Board shall review the compensation arrangements relating to the Executive at least once per calendar year, including the Annual Base Salary, any executive bonus and any incentive plan(s) applicable to the Executive.

6. Additional Payments

(a) Rental and Commuting Expenses. The Corporation shall either reimburse the Executive for the reasonable rental costs incurred by the Executive for the Executive153s rental accommodations in Toronto or lease an apartment for the Executive153s use. The Corporation shall reimburse the Executive for the Executive153s reasonable costs incurred by the Executive in travelling to and from the Executive153s permanent residence. The Executive shall submit an expense report together with supporting documentation as required under the Corporation153s normal procedures for the submission of expense reports or such other documentation as may be requested by the Corporation from time to time. The Executive shall have the ability to use the Corporation153s chartered airplane for business purposes.

(b) Tax Equalization.

(i) The Corporation agrees to "equalize" the Executive153s tax position on an annual basis such that the Executive will not bear more tax on an annual basis than he would bear if he were earning his total compensation in the United States. To accomplish such equalization, the actual combined United States and Canadian tax (including social security and state and

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local taxes) paid each quarter by the Executive on his total compensation (including any taxable benefits, such as, for example, any housing or commuting costs and any tax equalization payments made pursuant to this clause or clause (c) or (d) below in such year) (the "actual tax") will be compared to the "theoretical U.S. tax" (defined below), and the Corporation will reimburse the Executive for the excess of the actual tax over the theoretical U.S. tax. The parties acknowledge that the quarterly tax equalization calculation will be an estimated tax calculation and that a reconciliation tax equalization calculation will be done on an annual basis. In the event that pursuant to such reconciliation tax equalization calculation the theoretical U.S. tax is in excess of the actual tax on an annual basis, the Corporation will be credited with such excess to be applied by the Corporation against the Corporation153s future obligations to the Executive, pursuant to this Agreement or otherwise.

(ii) An estimated tax equalization calculation shall be made within sixty (60) days of any resignation of employment by the Executive or any termination of the Executive153s employment by the Corporation. In the event that, pursuant to such estimated equalization tax calculation, (a) the actual tax is in excess of the theoretical U.S. tax, the Corporation will reimburse the Executive for such excess; and (b) if the theoretical tax is in excess of the actual tax, the Executive shall repay such excess to the Corporation by: (i) the Corporation deducting such excess from any monies payable to the Executive by the Corporation pursuant to this Agreement or otherwise; and (ii) if such excess is not repaid in full under (i), the Executive shall make payment of the remaining balance within sixty (60) days of the date of the estimated equalization tax calculation. A final tax equalization calculation shall be made by March 31 in the year following the year in which the Executive resigned his employment or the Executive153s employment was terminated by the Corporation. The Executive will reimburse the Corporation the necessary amount if the estimated tax equalization calculation is greater than the final tax equalization calculation. The Corporation will reimburse the Executive the necessary amount if the estimated tax equalization calculation is less than the final tax equalization calculation. Any payment required to be made pursuant to the final tax equalization calculation shall be made on or before April 30 in the year in which the final tax equalization calculation is made.

(iii) The "theoretical U.S. tax" will be calculated based on the total compensation (as per the above) received by the Executive, assuming the Executive is a resident of the U.S. and that his compensation was earned from services performed there and assuming that the payments provided for in (a) and (d) in this Section are not taxable benefits to the Executive. Federal, state and any local taxes will be included in the calculation, as will social security contributions. The state tax rate will be that applicable in the state of the Executive153s current residence (or last

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residence, if no longer a resident of any state). For the purposes of determining exemptions and deductions, this calculation will take into account the Executive153s actual personal/marital status.

(c) Foreign Exchange Recalculation and Adjustment.

(i) The Executive153s Annual Base Salary is in American dollars and shall be paid in Canadian dollars. The Corporation shall ensure that the amount paid to the Executive in Canadian dollars is equal to the Executive153s Annual Base Salary in American dollars by conducting, on a quarterly basis, a foreign exchange recalculation. Such recalculation will be done on the basis of determining the average daily exchange rate for each month in the quarter, and applying such rate to the amount of the Annual Base Salary payable for each month in the quarter. In the event that such a recalculation results in the Executive having been paid less than his Annual Base Salary for such quarter year, the Corporation shall make payment to the Executive of the difference. In the event that such recalculation results in the Executive having been paid more than his Annual Base Salary for such quarter year, the Corporation shall be credited with such excess amount to be applied by the Corporation against the Corporation153s future obligations to the Executive pursuant to this Agreement or otherwise. A final foreign exchange recalculation shall be made within sixty (60) days of any resignation of employment by the Executive or any termination of the Executive153s employment by the Corporation. In the event that, pursuant to the final foreign exchange recalculation, (a) the Executive has been paid less than his Annual Base Salary (pro-rated to such date of resignation or termination), the Corporation shall make payment to the Executive of the difference; and, (b) the Executive has been paid more than his Annual Base Salary (pro-rated to such date of resignation or termination), the Executive shall repay such excess to the Corporation by: (i) the Corporation deducting such excess from any monies payable to the Executive by the Corporation pursuant to this Agreement or otherwise; and (ii) if such excess is not repaid in full under (i), the Executive shall make payment of the remaining balance within sixty (60) days of the date of the final foreign exchange recalculation.

(ii) The Corporation shall also ensure that the amount paid to the Executive in Canadian dollars for payments under sections 13(c)(i) and (d)(i) is equal to the Executive153s entitlement in American dollars, by recalculating such amount based on the foreign exchange rate on the seventh business day preceding the normal payroll processing date of the Corporation and its applicable subsidiary on which such payments are made.

(d) Income Tax Return. The Corporation will pay the fees incurred by the Executive for the preparation and filing of the Executive153s annual income tax return and the

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calculation of any quarterly tax instalments for each year of the Executive153s employment with the Corporation.

7. Vacation

The Executive shall be entitled to paid vacation in each fiscal year of the Corporation in accordance with the Corporation153s vacation policy for employees of the Corporation (including the Executive) that is currently in effect, as it may change from time to time, provided such vacation shall in no event be less than four (4) weeks. In the event that the Executive decides not to take all the vacation to which the Executive is entitled in any fiscal year, the Executive153s entitlement to take any such vacation in the next following fiscal year shall be determined in accordance with the Corporation153s vacation policy for employees of the Corporation (including the Executive) in effect from time to time.

8. Expenses

The Executive shall be reimbursed for all reasonable travel and out-of-pocket expenses actually and properly incurred by the Executive from time to time in connection with carrying out the Executive153s duties hereunder. For all such expenses the Executive shall furnish to the Corporation originals of all invoices, receipts or statements in respect of which the Executive seeks reimbursement as and when required by the Corporation153s normal procedures for the submission of expense reports by employees of the Corporation.

9. Relocation

The location at which the Executive shall normally be required to attend for the purposes of performing his employment duties shall not, without the prior consent of the Executive, be located more than 100 kilometres outside the City of Toronto, except that this provision shall not be taken to limit the obligation of the Executive to undertake such reasonable business travel from time to time as is concomitant with the duties and office of the Executive.

10. Continuation of Employment upon a Change in Control

Upon a Change in Control, the Corporation agrees to continue the Executive in its employ, in accordance with the terms and provisions of this Agreement, on the same terms and conditions which were in effect immediately prior to the Change in Control or on such other terms as may be subsequently agreed upon in writing between the Corporation and the Executive.

11. Vesting of Options, Stock Appreciation Rights, Performance-Contingent Options and RSU Rights

(a) Options and Stock Appreciation Rights. Upon a Change in Control or upon termination of the Executive153s employment without cause during the Change in Control Period or termination by the Executive of the Executive153s employment for Good Reason during the Change in Control Period, all unvested and unexercised Options and Rights granted to the Executive shall vest immediately and shall become exercisable in accordance with the terms of each such Option or Right or the plan governing each such Option or Right.

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(b) Performance-Contingent Options. Upon a Change in Control or upon termination of the Executive153s employment without cause during the Change in Control Period or voluntary termination by the Executive of the Executive153s employment for Good Reason during the Change in Control Period, all unvested and unexercised Performance-Contingent Options granted to the Executive shall become eligible for vesting and shall vest immediately, the extent of such vesting to occur in accordance with the terms governing vesting on Change of Control set out in the Board resolution authorizing the grant of such Performance Contingent Options or such other more favourable terms as the Board, acting in its discretion, may determine and shall become exercisable in accordance with the terms of each such Performance-Contingent Option or the plan governing each such Performance-Contingent Options.

(c) RSU Rights. Upon a Change in Control or upon termination of the Executive153s employment without cause during the Change in Control Period or termination by the Executive of the Executive153s employment for Good Reason during the Change in Control Period, the change of control provisions of the RSUs shall be deemed to be triggered and the Executive shall be entitled to the Executive153s RSU Rights in respect thereto.

12. Termination

(a) Termination for Cause. The Corporation may terminate the employment of the Executive for Cause without notice or any payment in lieu of notice.

(b) Termination on Disability or Death. The Executive153s employment hereunder may be immediately terminated by the Corporation by notice to the Executive if the Executive becomes permanently disabled ("Permanently Disabled"). The Executive shall be deemed to have become Permanently Disabled if in any year during the period of the Executive153s employment with the Corporation pursuant hereto (the "Employment Period"), because of ill health, physical or mental disability, or for other causes beyond the control of the Executive, the Executive has been continuously unable or unwilling or has failed to perform the Executive153s duties for 120 consecutive days, or if, during any year of the Employment Period, the Executive has been unable or unwilling or has failed to perform the Executive153s duties for a total of 180 days, consecutive or not. The term "any year of the Employment Period" means any period of 12 consecutive months during the Employment Period. This Agreement shall terminate automatically without notice upon the death of the Executive.

(c) Resignation by the Executive. The Executive may resign the Executive153s employment with the Corporation at any time upon giving sixty (60) days153 written notice to the Corporation. The Corporation may waive such notice in whole or in part. If the Executive resigns the Executive153s employment, the Corporation shall have no further obligations or responsibilities hereunder to the Executive except for any rights accrued or vested prior to the effective date of resignation.

13. Severance Payments and Entitlements

(a) Termination for Cause. Upon termination of the Executive153s employment for Cause as described in section 12(a), the Executive shall not be entitled to any payments other than the unpaid Annual Base Salary earned by the Executive before the Date of Termination

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calculated pro rata up to and including the Date of Termination together with any payment for notice or severance to which the Executive is entitled under the applicable employment legislation in force from time to time. The Executive153s Options, Performance Contingent Options and Rights granted under the LTIP and any RSUs terminate effective the Date of Termination and may not be exercised thereafter, except for any rights accrued or vested prior to the Date of Termination.

(b) Termination on Disability or Death. Upon termination of the Executive153s employment by reason of the Executive becoming Permanently Disabled or on the death of the Executive as described in section 12(b), except as otherwise provided under the ESPO Plan, the LTIP, the RSU Rights or under the Corporation153s applicable incentive plans, life insurance, pension plan, medical, dental, health and accident and disability plans and pension and retiree benefit plans, the Executive or, in the case of death, the Executive153s family, shall not be entitled to receive any payments other than the unpaid Annual Base Salary earned by the Executive to the date of the Executive becoming Permanently Disabled or the date of the Executive153s death and, in the event of the Executive153s death or Permanent Disability, the pro-rata portion, of the Executive153s annual Target Bonus for the year in which the Executive153s death or Permanent Disability occurs. In the case of Permanent Disability, all such payments shall be made in a single lump sum thirty (30) days after the Executive153s employment terminates because of such Permanent Disability. Notwithstanding the foregoing, nothing in this provision shall affect the Executive153s right to claim or receive death or disability benefits provided for in section 4(b) of this Agreement.

(c) Termination without Cause or for Good Reason. Upon (i) termination of the Executive153s employment without Cause, or (ii) the Executive153s termination of his employment for Good Reason:

(i) the Executive shall be entitled to receive, and the Corporation shall pay to the Executive, within 60 days of the Date of Termination, in lieu of notice of termination, the aggregate of the following amounts (less any deductions required by law):

(A) if not theretofore paid, that portion of the Annual Base Salary earned by or payable to the Executive during the then current fiscal year of the Corporation for the period to and including the Date of Termination, together with all benefits, excluding the additional payments provided for in Section 6 of this Agreement, payable to the Executive through to and including the Date of Termination under the terms of the Corporation153s benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination;

(B) a pro rated portion of the Executive153s annual bonus, determined on the basis of the expected financial results for the fiscal year in which the Date of Termination occurs, (without reference to or inclusion of personal performance factors but with reference to or inclusion of relative performance factors), calculated by

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multiplying (1) the bonus amount as so determined by (2) a fraction, the numerator of which is the number of days in the applicable fiscal year through to and including the Date of Termination and the denominator of which is 365; and

(C) a lump sum payment in cash equal to two times the sum of (1) the Annual Base Salary at the Date of Termination, and (2) the simple average of the annual bonus determined for the Executive for the two prior completed fiscal years of the Corporation;

(ii) the Executive shall be entitled to receive, and the Corporation shall pay to the Executive, within 60 days of the Date of Termination, a cash payment which on an after-tax basis is in an amount equal to the then estimated net present value (as determined by the Board, acting reasonably, assuming that the Executive would be employed by the Corporation for the ensuing two years and using as a discount rate the Corporation153s cost of funds under its principal bank working capital credit lines) of all life insurance, medical, dental, health and accident and disability plans, programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination, excluding the additional payments provided for in Section 6 of this Agreement, (or in the case of termination by the Executive for Good Reason upon or following a Change in Control as a result of a reduction in benefits, if more favourable to the Executive, such coverage and terms as were in effect immediately prior to the Change in Control) and assuming costs paid by the Executive no greater than that which the Executive would have paid while employed for the two-year period following the Date of Termination;

(iii) those Options, Performance-Contingent Options and Rights granted to the Executive that would have otherwise vested and become exercisable during the twelve-week period following the Date of Termination shall vest and become exercisable during such twelve-week period in accordance with their terms and, together with any Options, Performance-Contingent Options and Rights that vested prior to the Date of Termination, shall terminate and may not be exercised after the earlier of 30 days after the expiry of such twelve week period and the original expiry date of such Option, Performance-Contingent Option or Right;

(iv) RSUs which are not subject to performance conditions as to vesting shall vest immediately on a pro rata basis based on the number of full years (with no credit for partial years) of employment completed between the date of grant and the termination of employment, and unvested RSUs which are subject to performance conditions as to vesting shall be forfeited and cancelled; and

15



(v) the Corporation shall contribute to the Executive153s defined contribution pension plan and to its Supplementary Executive Retirement Plan with the Corporation an amount equal to the then estimated net present value (as determined by the Board acting reasonably, assuming that the Executive would be employed by the Corporation for the ensuing three years and using as a discount rate the Corporation153s cost of funds under its principal bank working capital credit lines) of the Corporation153s pension contributions for the Executive under each such plan for the three year period following the Date of Termination.

(d) Termination During the Change in Control Period or for Good Reason During the Change in Control Period. Upon (i) termination of the Executive153s employment by the Corporation during the Change in Control Period other than for Cause, or (ii) termination by the Executive of the Executive153s employment for Good Reason upon a Change in Control during the Change in Control Period:

(i) in lieu of notice, the Corporation shall pay to the Executive the aggregate of the following amounts (less any deductions required by law), within 60 days of the Date of Termination:

(A) if not theretofore paid, that portion of the Annual Base Salary earned by or payable to the Executive during the then current fiscal year of the Corporation for the period to and including the Date of Termination, together with all benefits, including the additional payments provided for in Section 6 of this Agreement, payable to the Executive through to and including the Date of Termination under the terms of the Corporation153s benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination;

(B) a pro rated portion of the Executive153s annual bonus, determined on the basis of the expected financial results for the fiscal year in which the Date of Termination occurs, (with reference to and inclusion of personal performance factors but without reference to or inclusion of relative performance factors), calculated by multiplying (1) the bonus amount as so determined by (2) a fraction, the numerator of which is the number of days in the applicable fiscal year through to and including the Date of Termination and the denominator of which is 365; and

(C) a lump sum payment in cash equal to three times the sum of (x) the Annual Base Salary at the Date of Termination, and (y) the simple average of the annual bonus determined for the Executive for the three prior completed fiscal years of the Corporation;

(ii) the Executive shall be entitled to receive, and the Corporation shall pay to the Executive, within 60 days of the Date of Termination, a cash

16



payment which, on an after-tax basis, is in an amount equal to the then estimated net present value (as determined by the Board, acting reasonably, assuming that the Executive would be employed by the Corporation for the ensuing three years and using as a discount rate the Corporation153s cost of funds under its principal bank working capital credit lines) of all life insurance, medical, dental, health and accident and disability plans, programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination, excluding the additional payments provided for in Section 6 of this Agreement, (or in the case of termination by the Executive for Good Reason upon or following a Change in Control as a result of a reduction in benefits, if more favourable to the Executive, such coverage and terms as were in effect immediately prior to the Change in Control) and assuming costs paid by the Executive no greater than that which the Executive would have paid while employed for the three-year period following the Date of Termination;

(iii) all Options and Rights vest pursuant to section 11(a) hereof and shall be exercisable for the remainder of the term to expiry of each such Option or Right;

(iv) all unvested and unexercised Performance-Contingent Options vest pursuant to section 11(b) hereof and shall be exercisable for the remainder of the term to expiry of each such Performance-Contingent Option;

(v) unvested RSUs which are not subject to performance conditions to vesting shall immediately fully vest in such event, and RSUs which are subject to performance conditions as to vesting shall vest at the median (target) level of performance unless the Board resolution authorizing the grant provides otherwise; and,

(vi) the Corporation shall contribute to the Executive153s defined contribution pension plan and to its Supplementary Executive Retirement Plan with the Corporation an amount equal to the then estimated net present value (as determined by the Board acting reasonably, assuming that the Executive would be employed by the Corporation for the ensuing three years and using as a discount rate the Corporation153s cost of funds under its principal bank working capital credit lines) of the Corporation153s pension contributions for the Executive under each such plan for the three year period following the Date of Termination.

(e) Notice of Termination by the Executive for Good Reason or Good Reason upon a Change in Control. Any termination of employment by the Executive for Good Reason or for Good Reason upon a Change in Control shall: be communicated in writing by the Executive; indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail any facts and circumstances claimed to provide a basis for the

17



termination of the Executive153s employment under the provision so indicated; and, be delivered within sixty (60) days of the Executive becoming aware of the act or failure to act giving rise to the Good Reason or Good Reason upon a Change in Control. The Executive shall not be required to report to work or perform services for the Corporation subsequent to the Corporation153s receipt of the Executive153s notice of termination.

(f) Executive Entitlement When Dispute. All amounts payable, benefits due or owed or amounts payable in lieu of benefits under Section 13 shall, unless otherwise specifically provided, be paid by the Corporation to the Executive within thirty days of the Date of Termination, notwithstanding that the Corporation may dispute the Executive153s entitlement to such amounts. The Executive is entitled to receive all amounts owing under Section 13, and the Corporation shall not initiate injunctive proceeding in a court of competent jurisdiction or any arbitration proceeding pursuant to Section 19 to prevent the Executive from enforcing his right to receive such amounts, and should the Corporation initiate any proceeding disputing the Executive153s entitlement to such amounts, the Corporation agrees to continue to provide such amounts to the Executive in accordance with the terms of this Agreement, pending final resolution of the dispute by an arbitrator pursuant to Section 19.

(g) Delay in Payment. Notwithstanding anything herein to the contrary, in the event that, at the time the Executive153s employment with the Corporation terminates, the Corporation remains publicly traded (within the meaning of Section 409A) and the Executive is a "specified employee" (within the meaning of Section 409A) any amounts under this Section that are payable during the first six (6) months following the Executive153s termination of employment shall be reduced to the maximum amount allowable under Section 409A; any amounts that are not paid during such six-month period because of the above limitations shall be paid six months and one day following the Executive153s termination. All other amounts shall be paid in accordance with their terms.

14. Confidentiality, Non-Solicitation and Non-Competition

(a) The Executive acknowledges and agrees that:

(i) in the course of performing the Executive153s duties and responsibilities as an officer of the Corporation, the Executive has had and will be entrusted with detailed confidential information and trade secrets (printed or otherwise) concerning past, present, future, and contemplated products, services, operations and marketing techniques and procedures of the Corporation and its subsidiaries, including, without limitation, business plans, inventions, pending and undisclosed patents and patent applications, proprietary business methods and proprietary manufacturing operations, proprietary product and proprietary manufacturing information, know how, and information relating to addresses, preferences, needs and requirements of past, present and prospective clients, customers, suppliers and employees of the Corporation and its subsidiaries (collectively, "Trade Secrets"), the disclosure of any of which to competitors of the Corporation or to the general public, or the use of same by the Executive or any competitor of

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the Corporation or any of its subsidiaries, would be highly detrimental to the interests of the Corporation;

(ii) in the course of performing the Executive153s duties and responsibilities for the Corporation, the Executive has been and will continue in the future to be a representative of the Corporation to its customers, clients and suppliers and as such has had and will continue in the future to have significant responsibility for maintaining and enhancing the goodwill of the Corporation with such customers, clients and suppliers and would not have, except by virtue of the Executive153s employment with the Corporation, developed a close and direct relationship with the customers, clients and suppliers of the Corporation;

(iii) the Executive153s services are extraordinary and unique;

(iv) the Corporation has a proprietary interest in its customers and clients;

(v) the Executive, as an officer of the Corporation, owes fiduciary duties to the Corporation, including the duty to act in the best interests of the Corporation; and,

(vi) the right to maintain the confidentiality of the Trade Secrets, the right to preserve the goodwill of the Corporation and the right to the benefit of any relationships that have developed between the Executive and the customers, clients and suppliers of the Corporation by virtue of the Executive153s employment with the Corporation constitute proprietary rights of the Corporation, that the Corporation is entitled to protect.

(b) In acknowledgment of the matters set out in (a) above, and in consideration of the payments to be received by the Executive pursuant to this Agreement, the Executive hereby agrees that the Executive will not, during the term of the Executive153s employment with the Corporation and for three years from either the Date of Termination or the Executive153s resignation of the Executive153s employment:

(i) directly or indirectly disclose to any person or in any way make use of (other than for the benefit of the Corporation), in any manner, any of the Trade Secrets, provided that such Trade Secrets shall be deemed not to include information that is or becomes generally available to the public other than as a result of disclosure by the Executive or known to the Executive prior to becoming an employee of the Corporation or a subsidiary of the Corporation;

(ii) be a party to or abet any solicitation of customers, clients, or suppliers of the Corporation or any of its subsidiaries or associates for or with respect to any business that is in competition with the Business of the Corporation (as defined below), to transfer business from the Corporation or any of its subsidiaries or associates to any other person,

19



or seek in any way to persuade or entice any employee of the Corporation or any of its subsidiaries or associates to leave that employment or to be a party to or abet any such action; or,

(iii) either individually or in partnership or jointly or in conjunction with any person or persons, firm, association, syndicate, company or corporation, as principal, agent, shareholder (unless passive investor) or in any other manner whatsoever, be involved with any business that is in competition with the business of the Corporation which business means the electronics manufacturing services business (the "Business of the Corporation"). During the same time period, the Executive will not carry on or be engaged in or concerned with or interested in, or advise, lend money to, guarantee the debts or obligations of, or permit the Executive153s name or any part thereof to be used or employed by or associated with, any person or persons, firm, association, syndicate, company or corporation in any business that is involved in any similar business in which the Corporation is involved during the course of the Executive153s employment.

(c) If any court determines that any provision contained in Section 14 including, without limitation, a restrictive covenant or any part thereof is unenforceable because of the duration or geographical scope of the provision or for any other reason, the duration or scope of the provision, as the case may be, shall be reduced so that the provision becomes enforceable and, in its reduced form, the provision shall then be enforceable and shall be enforced;

(d) The Executive acknowledges that the Executive153s employment by the Corporation and all compensation and benefits and potential compensation and benefits to the Executive from such employment were and will be conferred by the Corporation upon the Executive in part because and on condition of the Executive153s willingness to commit the Executive153s best efforts and loyalty to the Corporation, including protecting the Corporation153s right to have its Trade Secrets protected from non-disclosure by the Executive and abiding by the confidentiality, non-competition and other provisions herein. The Executive understands the Executive153s duties and obligations as set forth in Section 14 and agrees that such duties and obligations would not unduly restrict or curtail the Executive153s legitimate efforts to earn a livelihood following any termination of the Executive153s employment with the Corporation. The Executive agrees that the restrictions contained in Section 14 are reasonable and valid and all defences to the strict enforcement thereof by the Corporation are waived by the Executive. The Executive further acknowledges that irreparable damage would result to the Corporation if the provisions of Sections 14 (b)(i) to (iii) are not specifically enforced, and agrees that the Corporation shall be entitled to any appropriate legal, equitable, or other remedy, including injunctive relief, in respect of any failure or continuing failure to comply with the provisions of Sections 14 (b)(i) to (iii);

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(e) The preceding covenants do not prohibit investment, up to a maximum of five percent (5%) of the outstanding shares, in a corporation whose shares are listed on a recognized stock exchange and which carries on a business similar to the Business of the Corporation.

15. Return of Materials

All files, forms, brochures, books, materials, written correspondence, memoranda, documents, manuals, computer disks, software products and lists (including lists of customers, suppliers, products and prices) pertaining to the business of the Corporation or any of its subsidiaries and associates that may come into the possession or control of the Executive shall at all times remain the property of the Corporation or such subsidiary or associate, as the case may be. On termination of the Executive153s employment for any reason, the Executive agrees to deliver promptly to the Corporation all such property in the possession of the Executive or directly or indirectly under the control of the Executive. The Executive agrees not to make for the Executive153s personal or business use or that of any other party, reproductions or copies of any such property or other property of the Corporation or any of its subsidiaries or associates.

16. Duty to Mitigate

The Executive shall not be subject to any duty or obligation to seek alternate employment or other sources of income or benefits, or to mitigate the Executive153s damages, or to any similar duty or obligation and any compensation earned by the Executive after the Date of Termination shall not be deducted from any payments to be made to the Executive pursuant to this Agreement following or as a result of: (a) voluntary termination by the Executive of the Executive153s employment for Good Reason or Good Reason during the Change in Control Period, or, (b) termination of the employment of the Executive by the Corporation other than for Cause.

17. Further Assurances

Each of the Corporation and the Executive agrees to execute and deliver all such documents and to do all such acts and things as the other party may reasonably request and as may be lawful and within its powers to do or to cause to be done in order to carry out and/or implement the provisions or intent of this Agreement, including, without limitation, seeking all such governmental, regulatory and other third party approvals as may be necessary or desirable. Without limiting the generality of the foregoing, the Corporation agrees to execute and deliver all such documents and to do all such acts and things as the Executive may reasonably request and as may be lawful and within the power of the Corporation to do or cause to be done in order to minimize any tax consequences to the Executive or his estate or his legal personal representatives in respect of the payment or performance by the Corporation of the obligations of the Corporation upon or in respect of payments or actions required to be made or taken by or on behalf of the Corporation in the event of termination of the Executive153s employment hereunder; provided that the Corporation shall in no way be prejudiced thereby.

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18. Governing Law

The Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and the parties hereto specifically attorn to the jurisdiction of the courts of the Province of Ontario.

19. Arbitration Clause

(a) With the exception of Section 13, where there is any dispute as to any provision of this Agreement and the Executive and the Corporation are unable to come to a mutual agreement within a period of 10 days from the date on which one party advises the other party, in writing, of the dispute, within 10 days after the expiry of such period, either party may give written notice of the issue on which a mutual decision has not been made to an arbitrator selected from (c) below, with a copy of the notice to the other party.

Upon receipt of such notice, the arbitrator will contact each of the parties and attempt to resolve the matter within 5 days of receipt of the notice, failing which the arbitrator shall schedule a hearing to commence within 90 days thereafter, that hearing to conclude and the decision to be rendered within 120 days (or such later time as agreed upon between the parties) thereafter.

It is understood and agreed the arbitrator shall have the sole discretion to establish a procedure for the conduct of the arbitration, provided only that such procedure shall give to each party an opportunity to state and argue their respective positions, either in writing or orally in the presence of the arbitrator and each other party and whether with or without reply or rejoinder. The decision of the arbitrator shall be final and binding.

Any arbitration pursuant to this clause shall be in accordance with the Arbitrations Act (Ontario).

(b) It is understood that the Executive and the Corporation would prefer to avoid litigation due to a possible breach of Section 14, upon the acceptance of a new position by the Executive. As a result, the parties agree that where the Executive is considering a new position, particularly following termination of employment, the Executive may seek the prior agreement of the Corporation that such new position is not with a competitor of the Corporation. Where there is a disagreement as to whether this new position is with a competitor of the Corporation (and the Executive has not accepted any offer and commenced employment in respect thereof), the parties agree to have this issue finally determined on an expedited basis by an agreed upon arbitrator as set out in (c) below. The process and authority of the arbitrator shall be as described above, except that in this case only the hearing must be concluded and the decision rendered within 30 days of the arbitrator receiving notice of the dispute.

(c) For the purpose of this Agreement, the parties agree that any one of the following can be selected as the arbitrator: Mr. Justice George Adams, William Kaplan, Maureen K. Saltman or Daniel J. Baum, or any other arbitrator the parties mutually agree upon should none of these arbitrators be available within the timelines set out herein.

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Each party represents to the other each of these individuals are independent from them.

20. Severability

With the exception of Section 13, if any provision of the Agreement, including the breadth or scope of such provision, shall be held by an arbitrator pursuant to Section 19 to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions, or part thereof, of this Agreement and such remaining provisions, or part thereof, shall remain enforceable and binding.

21. Representations and Warranties

The Executive represents and warrants to the Corporation that the execution and performance of this Agreement will not result in or constitute a default, breach, or violation, or an event that, with notice or lapse of time or both, would be a default, breach, or violation, of any understanding, agreement or commitment, written or oral, express or implied, to which the Executive is a party or by which the Executive or the Executive153s property is bound. The Executive shall defend, indemnify and hold the Corporation harmless from any liability, expense or claim (including reasonable solicitor153s fees incurred in respect thereof) by any person in any way arising out of, relating to, or in connection with any incorrectness of breach of the representations and warranties in this Section 21.

22. Rights and Waivers

All rights and remedies of the parties are separate and cumulative, and none of them, whether exercised or not, shall be deemed to be to the exclusion of any other rights or remedies or shall be deemed to limit or prejudice any other legal or equitable rights or remedies which either of the parties may have.

23. Waiver

Any purported waiver of any default, breach or non-compliance under this Agreement is not effective unless in writing and signed by the party to be bound by the waiver. No waiver shall be inferred from or implied by any failure to act or delay in acting by a party in respect of any default, breach or non-observance or by anything done or omitted to be done by the other party. The waiver by a party of any default, breach or non-compliance under this Agreement shall not operate as a waiver of that party153s rights under this Agreement in respect of any continuing or subsequent default, breach or non-observance (whether of the same or any other nature).

24. Time of Essence

Time shall be of the essence of this Agreement in all respects.

23



25. Headings

The division of this Agreement into Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

26. Full Satisfaction

The terms set out in this Agreement, provided that such terms are satisfied by the Corporation, are in lieu of (and not in addition to) and in full satisfaction of any and all other claims or entitlements which the Executive has or may have upon the termination of the Executive153s employment and the compliance by the Corporation with these terms will effect a full and complete release of the Corporation and its parent and their respective affiliates, associates, subsidiaries and related companies from any and all claims which the Executive may have for whatever reason or cause in connection with the Executive153s employment and the termination of it, other than those obligations specifically set out in this Agreement and other than the Executive153s right to claim indemnification under corporate law and any agreement of the Corporation to provide indemnification to the Executive. In agreeing to the terms set out in this Agreement, the Executive specifically agrees to execute a formal release document to that effect and will deliver upon request appropriate resignations from all offices and positions with the Corporation and its parent and their respective affiliated, associated subsidiary or affiliated companies if, as and when requested by the Corporation upon termination of the Executive153s employment within the circumstances contemplated by this Agreement.

27. Successors; Binding Agreement

The Corporation will require any successor (whether direct or indirect, by purchase, amalgamation, arrangement, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform it if no such succession had taken place. Failure of the Corporation to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Corporation in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive were terminated in circumstances giving rise to the payment of benefits pursuant to Section 13(d) hereof except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. The foregoing shall not in any way limit the rights of the Executive hereunder if such succession constitutes a Change in Control. As used in this Agreement, "Corporation" shall mean the Corporation as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this paragraph or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

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28. No Assignment

The Executive may not assign, pledge or encumber the Executive153s interest in this Agreement nor assign any of the rights or duties of the Executive under this Agreement without the prior written consent of the Corporation.

29. Statutory Deductions and Withholdings

All payments provided to the Executive pursuant to this Agreement are subject to necessary statutory deductions and withholdings.

30. Successors

This Agreement shall be binding on and enure to the benefit of the successors and assigns of the Corporation and the heirs, executors, personal legal representatives and permitted assigns of the Executive.

31. Entire Agreement

This Agreement contains the entire understanding of the Executive and the Corporation with respect to employment of the Executive and supersedes any and all prior understandings, written or oral. This Agreement may not be amended, waived, discharged or terminated orally but only by an instrument in writing executed by both parties.

32. Notices

Any notice or other communication required or permitted to be given hereunder shall be in writing and either delivered by hand or sent by facsimile. If delivery by hand or by facsimile, notice shall be deemed to have been received at the time it is delivered or received. Notices shall be addressed as follows:

(a) If to the Corporation:

Celestica Inc.
1150 Eglinton Avenue East
Toronto, ON
M3C 1H7

Attention:

General Counsel

Fax No.:

(416) 448-2817

(b) If to the Executive:

Craig H. Muhlhauser
94 Library Place
Princeton, NJ
U.S.A. 08540

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Fax No.: 609-924-1492

33. Legal Advice

The Executive hereby represents and warrants to the Corporation and acknowledges and agrees that the Executive had the opportunity to seek and was not prevented nor discouraged by the Corporation from seeking independent legal advice prior to the execution and delivery of this Agreement and that, in the event that the Executive did not avail himself or herself of that opportunity prior to signing this Agreement, the Executive did so voluntarily without any undue pressure and agrees that the Executive153s failure to obtain independent legal advice shall not be used by the Executive as a defence to the enforcement of the Executive153s obligations under this Agreement. The Corporation agrees to reimburse the Executive for the reasonable legal fees incurred by the Executive in obtaining such legal advice.

IN WITNESS WHEREOF the parties hereto have executed this Agreement effective as of the date first above written.

CELESTICA INC.

by

/s/ Robert Crandall

Name:

Title:

CELESTICA INTERNATIONAL INC.

by

/s/ Paul Nicoletti

Name:

Title:

CELESTICA CORPORATION

by

/s/ Michael Pashos

Name:

Title:

SIGNED, SEALED & DELIVERED
in the presence of:

/s/ Craig H. Muhlhauser

Witness (name):

CRAIG H. MUHLHAUSER

26