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.;

(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

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

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

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

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;

(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;

(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

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.

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

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

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.

(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

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.

(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

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;

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

(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

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

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

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,

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);

(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.

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.

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.

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.

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

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

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