- Current report filing (8-K)
December 11 2009 - 4:24PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
December 7,
2009
Date of Report (Date of
earliest event reported)
SANMINA-SCI
CORPORATION
(Exact name of registrant
as specified in its charter)
Delaware
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000-21272
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77-0228183
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
No.)
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2700
North First Street
San
Jose, California 95134
(Address of principal
executive offices)
(408)
964-3500
(Registrants telephone
number, including area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
Approval
of Fiscal Year 2010 Corporate Bonus Plan
On December 7, 2009, the Compensation Committee of the Board of
Directors of Sanmina-SCI Corporation (the Company) approved the Fiscal Year
2010 Corporate Bonus Plan (the 2010 Bonus Plan). The 2010 Bonus Plan sets
forth the methodology for calculating annual bonuses for fiscal 2010 for
specified employees of the Company, including its executive officers, based
upon achievement of specified corporate, divisional and individual performance
objectives.
Under the 2010 Bonus Plan, the Companys fiscal 2010 performance is
measured against targets for revenue, non-GAAP operating margin, inventory turns,
return on invested capital and cash flow from operations. Non-GAAP operating
margin excludes the impact of stock-based compensation expenses, restructuring
costs, integration costs, impairment charges for goodwill and intangible
assets, amortization expense and other infrequent or unusual items, to the
extent material or which the Company considers to be of a non-operational
nature in the applicable period. Measurement of the Companys performance
against the targets contained in the 2010 Bonus Plan results in a bonus target
percentage between 5% and 180% (the Corporate Performance Percentage).
However, should the Company not achieve a minimum performance against these
targets, no bonuses shall be payable under the 2010 Bonus Plan. Each
participants bonus is determined by reference to an individual bonus target
established by management (or, in the case of the Companys executive officers,
by the Compensation Committee), the Corporate Performance Percentage and
achievement of the participants individual/divisional performance targets for
fiscal 2010.
The 2010 Bonus Plan also sets forth the fiscal 2010 bonus targets,
expressed as a percentage of base salary, for the following executive officers
of the Company, each of whom is considered a named executive officer for
fiscal 2009 under Securities and Exchange Commission rules: Jure Sola (Chief
Executive Officer): 120%; Hari Pillai (President and Chief Operating Officer):
95%; Robert K. Eulau (Executive Vice President and Chief Financial Officer):
85%; Dennis Young (Executive Vice President , Worldwide Sales and Marketing):
75%; and Michael R. Tyler (Executive Vice President, General Counsel and Corporate Secretary):
75%. Actual executive officer bonuses for fiscal 2010 will be adjusted by the
Corporate Performance Percentage, as described above.
The Company and the Compensation Committee retain the right to
terminate or amend the 2010 Bonus Plan in any respect, including increasing or
decreasing the corporate performance and individual bonus targets.
Approval
of Change in Control Arrangements for Named Executive Officers
Also on December 7,
2009, in order to continue to attract and retain key employees and to provide
incentive for their continued service in case of an acquisition of the Company,
the Committee approved change in control arrangements for a group of key
employees, including the named executive officers listed above. Pursuant to
such arrangements, covered employees shall receive certain benefits in the
event they are terminated without cause or resign for good reason, as such
terms are defined in the plan document, within a specified period of time after
a change in control. These benefits consist of (1) payment, in a lump sum,
of one to two times base salary plus one times target bonus for the year, (2) acceleration
in full of all unvested stock options and
2
restricted stock held by the employee and (3) payment,
in a lump sum, of premiums for continued health insurance coverage for a period
of 18 months. A change in control is defined as an acquisition, in a merger or
otherwise, of more than 50% of the voting power of the Company, a sale of
substantially all of the assets of the Company or a change in a majority of the
Board of Directors other than upon recommendation of the incumbent Board. The
plan does not provide for a tax gross-up for any of the benefits payable
thereunder. The Company believes that the benefits provided by the plan are
comparable to those offered by peer group companies.
The Company will file the
form of change of control plan document as an exhibit to its Quarterly Report
on Form 10-Q for the fiscal quarter ending January 2, 2010.
3
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 11, 2009
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SANMINA-SCI CORPORATION
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By:
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/s/ Michael R. Tyler
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Michael R. Tyler
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Executive Vice President, General Counsel and Corporate Secretary
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