sanm-20220402

A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, (A) the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control, and (B) if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, the direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this subsection (i). For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12)-month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this subsection (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or a change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after

the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

be settled in Shares, is forfeited to or repurchased by the Company, the unpurchased Shares (or for Awards other than Options and Stock Appreciation Rights, the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). Upon exercise of a Stock Appreciation Right settled in Shares, the gross number of Shares covered by the portion of the Award so exercised will cease to be available under the Plan. If unvested Shares of Restricted Stock, or unvested Shares issued pursuant to Awards of Restricted Stock Units, Performance Shares or Performance Units are repurchased by or forfeited to the Company, such Shares will become available for future grant under the Plan. Shares used to pay the tax and exercise price of an Award will not become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment provided in Section 15, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Code Section 422, any Shares that become available for issuance under the Plan under this Section 3(c).

(iii) Delegation to an Officer. The Board may delegate to one or more Officers of the Company the authority to do one or both of the following (i) designate Employees or Consultants of the Company or any of its Subsidiaries who are not Officers to be recipients of Options, Restricted Stock and Restricted Stock Units and the terms thereof, and (ii) determine the number of shares of Common Stock to be subject to such Awards granted to such Employees and Consultants; provided, however, that the Board resolutions regarding such delegation shall specify the total number of shares of Common Stock that may be subject to the Awards granted by such Officer. Notwithstanding anything to the contrary in this Section 4(a), the Board may not delegate to an Officer authority to determine the Fair Market Value of the Common Stock pursuant to Section 4(b) below.

(viii) to modify or amend each Award (subject to 6(b) and Section 20(c) of the Plan) including but not limited to the discretionary authority to extend the post-termination exercisability period of Awards. Notwithstanding the previous sentence, the Administrator may not modify or amend an Option or Stock Appreciation Right to reduce the exercise price of such Option or Stock Appreciation Right after it has been granted (except for adjustments made pursuant to Section 15), and neither may the Administrator cancel any outstanding Option or Stock Appreciation Right in exchange for cash, other awards or an Option or Stock Appreciation Right with an exercise price that is less than the exercise price of the original Option or Stock Appreciation Right, or implement any other type of Exchange Program, unless such action is approved by stockholders prior to such action being taken;

(i) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share. An Option will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Administrator specifies from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with any applicable withholding taxes). No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 15 of the Plan.Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for ninety (90) days following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan.Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for five (5) years following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised following the Participant’s death within such period of time as is specified in the Award Agreement to the extent of all of the shares subject to the Option, including Shares that had not yet vested on the date of death (but in no event may the option be exercised later than the expiration of the term of such Option as set forth in the Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for five (5) years following Participant’s death. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

(b) Vesting Criteria and Other Terms. Subject to Section 6(b), the Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. Subject to Section 6(b), after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any restrictions for such Restricted Stock Units. Each Award of Restricted Stock Units will be evidenced by an Award Agreement that will specify the vesting criteria, and such other terms and conditions as the Administrator, in its sole discretion, determines. The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws or any other basis determined by the Administrator in its discretion. Notwithstanding the foregoing, any outstanding Restricted Stock Units held by a Participant who dies while a Service Provider will accelerate and fully vest upon the Participant’s death.

(c) Performance Objectives and Other Terms. Subject to Section 6(b), the Administrator will set Performance Goals or other vesting provisions (including, without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Participant. The Administrator may set performance objectives based upon the achievement of Company-wide, divisional, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the Administrator in its discretion. The time period during which the performance objectives or other vesting provisions must be met will be called the “Performance Period.” Each Award of Performance Units/Shares will be evidenced by an Award Agreement that will specify the Performance Period and such other terms and conditions as the Administrator, in its sole discretion, determines.

(d) Earning of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/ Shares will be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives or other vesting provisions have been achieved. After the grant of a Performance Unit/Share, subject to the vesting limitations under Section 6(b), the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such Performance Unit/Share. Notwithstanding the foregoing, any outstanding Performance Units/Shares held by a Participant who dies while a Service Provider will accelerate upon the Participant’s death, with such acceleration assuming that all performance goals and other vesting criteria are deemed achieved at target performance levels and any additional service conditions satisfied.

11. Compliance With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A. In no event will the Company (or any Parent or Subsidiary of the Company, as applicable) reimburse a Participant for any taxes imposed or other costs incurred as a result of Section 409A.

13. Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. With the approval of the Administrator, a Participant may, in a manner specified by the Administrator, (a) transfer an Award to a Participant’s spouse or former spouse pursuant to a court-approved domestic relations order which relates to the provision of child support, alimony payments or marital property rights, and (b) transfer an Option by bona fide gift and not for any consideration, to (i) a member or members of the Participant’s immediate family, (ii) a trust established for the exclusive benefit of the Participant and/or member(s) of the Participant’s immediate family, (iii) a partnership, limited liability company of other entity whose only partners or members are the Participant and/or member(s) of the Participant’s immediate family, or (iv) a foundation in which the Participant and/or member(s) of the Participant’s immediate family control the management of the foundation’s assets. For purposes of this Section 14, “immediate family” will mean the Participant’s spouse, former spouse, children, grandchildren, parents, grandparents, siblings, nieces, nephews, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law, including adoptive or step relationships and any person sharing the Participant’s household (other than as a tenant or employee).

(a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split up, spin off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award, and the numerical Share or value limits, as applicable, set forth in Sections 3 and 6.

In the event that the Successor Corporation does not assume or substitute for the Award (and for the avoidance of doubt, notwithstanding the vesting limitations under Section 6(b)), the Participant will fully vest in and have the right to exercise all of his or her outstanding Options and Stock Appreciation Rights, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to such Award with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved based on actual performance measured through the last date that the Award remains outstanding (or such earlier date, as determined by the Administrator, in its sole discretion), with any performance period shortened proportionately and applicable performance goals or other vesting criteria adjusted proportionately to reflect the shortened performance period (or to the extent applicable, the value of the consideration to be received by the Company’s stockholders in connection with the merger or Change in Control), as determined by the Administrator, in its sole discretion. In addition, if an Option or Stock Appreciation Right is not assumed or substituted in the event of a Change in Control, the Administrator will notify the Participant in writing or electronically that the Option or Stock Appreciation Right will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right will terminate upon the expiration of such period.

For the purposes of this subsection (c), an Award will be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control is not solely common stock of the Successor Corporation or its Parent, the Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be solely common stock of the Successor Corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control.

(d) Outside Director Awards. With respect to Awards granted to an Outside Director, in the event of a Change in Control in which such Awards are assumed or substituted for, if on the date of or following such assumption or substitution the Participant’s status as a Director or a director of the Successor Corporation, as applicable, is terminated other than upon a voluntary resignation by the Participant (unless such resignation is at the request of the acquirer), then the Participant will fully vest in and have the right to exercise Options and/or Stock Appreciation Rights as to all of the Shares underlying such Award, including those Shares which would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, unless specifically provided otherwise under the applicable Award Agreement, a Company policy applicable to the Participant, or other written agreement between the Participant and the Company, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met.

(b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum statutory amount required to be withheld or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, (iii) delivering to the Company already-owned Shares having a fair market value equal to the statutory amount required to be withheld or such greater amount as the Administrator may determine, in each case, provided the delivery of such Shares will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion, (iv) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (v) any combination of the foregoing methods of payment. The amount of the withholding requirement will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. The fair market value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.

21. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction or to complete or comply with the requirements of any registration or other qualification of the Shares under any U.S. federal or state law, any non-U.S. law, or the rules and regulations of the Securities and Exchange Commission, the stock exchange on which Shares of the same class are then listed, or any other governmental or regulatory body, which authority, registration, qualification or rule compliance is deemed by the Company’s counsel to be necessary or advisable for the issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority, registration, qualification or rule compliance will not have been obtained.

22. Clawback. The Administrator may specify in an Award Agreement that the Participant’s rights, payments, and/or benefits with respect to an Award will be subject to reduction, cancellation, forfeiture, and/or recoupment upon the occurrence of certain specified events, in addition to any applicable vesting, performance or other conditions and restrictions of an Award. Notwithstanding any provisions to the contrary under this Plan, an Award granted under the Plan shall be subject to the Company’s clawback policy as may be established and/or amended from time to time. The Board may require a Participant to forfeit or return to and/or reimburse the Company all or a portion of the Award and/or Shares issued under the Award, any amounts paid under the Award, and any payments or proceeds paid or provided upon disposition of the Shares issued under the Award, pursuant to the terms of such Company policy or as necessary or appropriate to comply with Applicable Laws.


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock	SANM	NASDAQ Global Select Market


		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Interim Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Income	4
	Condensed Consolidated Statements of Comprehensive Income	5
	Condensed Consolidated Statements of Stockholders' Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	31
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 6.	Exhibits	46
Signatures		48


	As of
	April 2, 2022		October 2, 2021
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	559,893	$	650,026
Accounts receivable, net of allowances of approximately $7 million as of April 2, 2022 and October 2, 2021	1,270,494		1,192,434
Contract assets	417,286		348,741
Inventories	1,437,955		1,036,511
Prepaid expenses and other current assets	61,525		53,952
Total current assets	3,747,153		3,281,664
Property, plant and equipment, net	525,362		532,985
Deferred tax assets	220,532		235,117
Other	156,867		156,953
Total assets	$	4,649,914	$	4,206,719
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,817,465	$	1,464,693
Accrued liabilities	314,648		161,896
Accrued payroll and related benefits	116,794		117,648
Short-term debt, including current portion of long-term debt	18,750		18,750
Total current liabilities	2,267,657		1,762,987
Long-term liabilities:
Long-term debt	302,751		311,572
Other	241,416		253,532
Total long-term liabilities	544,167		565,104
Contingencies (Note 7)
Stockholders' equity	1,838,090		1,878,628
Total liabilities and stockholders' equity	$	4,649,914	$	4,206,719


	Three Months Ended				Six Months Ended
	April 2, 2022		April 3, 2021		April 2, 2022		April 3, 2021
	(Unaudited)
	(In thousands, except per share data)
Net sales	$	1,911,530	$	1,699,677	$	3,668,855	$	3,454,926
Cost of sales	1,759,083		1,556,579		3,371,919		3,170,593
Gross profit	152,447		143,098		296,936		284,333

Operating expenses:
Selling, general and administrative	61,817		61,142		123,292		120,109
Research and development	5,472		5,353		10,249		10,158
Restructuring and other	2,932		11,880		4,346		13,784
Gain on sale of long-lived assets	—		—		(4,610)		—
Total operating expenses	70,221		78,375		133,277		144,051

Operating income	82,226		64,723		163,659		140,282

Interest income	349		244		658		474
Interest expense	(4,870)		(4,880)		(9,747)		(9,834)
Other income (expense), net	(1,408)		6,143		664		8,010
Interest and other, net	(5,929)		1,507		(8,425)		(1,350)

Income before income taxes	76,297		66,230		155,234		138,932
Provision for income taxes	23,077		19,193		43,380		43,874
Net income	$	53,220	$	47,037	$	111,854	$	95,058

Net income per share:
Basic	$	0.85	$	0.72	$	1.76	$	1.46
Diluted	$	0.83	$	0.70	$	1.71	$	1.42

Weighted average shares used in computing per share amounts:
Basic	62,845		65,249		63,622		65,244
Diluted	64,271		66,957		65,365		66,887


	Three Months Ended				Six Months Ended
	April 2, 2022		April 3, 2021		April 2, 2022		April 3, 2021
	(Unaudited)
	(In thousands)
Net income	$	53,220	$	47,037	$	111,854	$	95,058
Other comprehensive income (loss), net of tax:
Change in foreign currency translation adjustments	(1,069)		(1,561)		(3,116)		78
Derivative financial instruments:
Change in net unrealized amount	7,776		291		9,740		3,647
Amount reclassified into net income	337		2,530		2,400		1,029
Defined benefit plans:
Changes in unrecognized net actuarial losses and unrecognized transition costs	183		680		661		(45)
Amortization of actuarial losses and transition costs	242		460		480		966
Total other comprehensive income	7,469		2,400		10,165		5,675
Comprehensive income	$	60,689	$	49,437	$	122,019	$	100,733


(Mark one)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	(In Thousands)
Remainder of 2022	$	9,375
2023	14,062
2024	300,000
	$	323,437


	Operating Leases
	(In thousands)
Remainder of 2022	$	9,612
2023	14,888
2024	10,785
2025	8,589
2026	5,352
2027	2,181
Thereafter	9,767
Total lease payments	61,174
Less: imputed interest	5,316
Total	$	55,858


	Restructuring Expense
	Three Months Ended				Six Months Ended
	April 2, 2022		April 3, 2021		April 2, 2022		April 3, 2021
	(In thousands)
Severance costs	$	80	$	10,656	$	(163)	$	11,492
Other exit costs (recognized as incurred)	228		9		639		9
Total - Q1 FY20 Plan	308		10,665		476		11,501
Costs incurred for other plans	2,623		1,215		3,870		2,283
Total - all plans	$	2,931	$	11,880	$	4,346	$	13,784


Percentage of net sales represented by ten largest customers	50	%	54	%	49	%	56	%
Number of customers representing 10% or more of net sales	2		1		2		1


	Number of Shares	Weighted- Average Grant Date Fair Value ($)	Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value ($)
	(In thousands)			(In thousands)
Outstanding as of October 2, 2021	2,954	32.21	1.23	113,591
Granted	1,374	39.42
Vested/Forfeited/Cancelled	(1,141)	29.68
Outstanding as of April 2, 2022	3,187	36.23	1.66	133,629
Expected to vest as of April 2, 2022	2,703	36.13	1.59	113,359


Period (1)	TOTAL NUMBER OF SHARES PURCHASED	AVERAGE PRICE PAID PER SHARE (2)		TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PROGRAMS	MAXIMUM DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PROGRAMS (2)
Month #1
January 2, 2022 through January 29, 2022	558,205	$	37.65	558,205	$	199,604,016
Month #2
January 30, 2022 through February 26, 2022	1,238,851	$	38.80	1,238,851	$	151,539,628
Month #3
February 27, 2022 through April 2, 2022	1,016,923	$	39.38	1,016,923	$	111,493,067
Total	2,813,979	$	38.78	2,813,979


Exhibit Number						Description

10.29*						2019 Equity Incentive Plan, as amended (filed herewith).

10.39±						Share Subscription and Purchase Agreement dated as of March 3, 2022 by and among Reliance Strategic Business Ventures Limited, Sanmina Corporation, Sanmina-SCI Systems Singapore Pte Ltd, AET Holdings Limited and Sanmina-SCI India Private Limited (filed herewith).

10.39.1±						Joint Venture and Shareholders’ Agreement dated as of March 3, 2022 by and among Reliance Strategic Business Ventures Limited, Sanmina Corporation, Sanmina-SCI Systems Singapore Pte Ltd and Sanmina-SCI India Private Limited (filed herewith).

10.39.2±						Form of Management Services Agreement by and among Reliance Strategic Business Ventures Limited, Sanmina Corporation, Sanmina-SCI Systems Singapore Pte Ltd and Sanmina-SCI India Private Limited (filed herewith).

10.39.3±						Form of Business Transfer Agreement by and between Sanmina-SCI Technology India Private Limited and a wholly-owned subsidiary of Sanmina Corporation to be incorporated under the laws of India (filed herewith).

10.39.4±						Form of Services Agreement by and between Sanmina Corporation and Sanmina-SCI India Private Limited (filed herewith).

10.39.5±						Form of Services Agreement by and between Sanmina-SCI India Private Limited and Sanmina Corporation (filed herewith).

10.39.6						Form of IP and Know-How License Agreement by and between Sanmina Corporation and Sanmina-SCI India Private Limited (filed herewith).

10.39.7						Form of Trademark License Agreement among Sanmina Corporation and Sanmina-SCI India Private Limited (filed herewith).

10.40±						Amendment No. 3 to the Fourth Amended and Restated Credit Agreement dated as of March 8, 2022 by and among Sanmina Corporation, the lenders from time to time party thereto and Bank of America N.A. as Administrative Agent (filed herewith).

31.1						Certification of the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

31.2						Certification of the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.1 (1)						Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

32.2 (1)						Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH						XBRL Taxonomy Extension Schema Document

101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						XBRL Taxonomy Extension Definition Linkbase Document


101.LAB						XBRL Taxonomy Extension Label Linkbase Document

101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


	Three Months Ended				Six Months Ended
	April 2, 2022		April 3, 2021		April 2, 2022		April 3, 2021
	(Unaudited)
	(In thousands)
Common Stock and Additional Paid-in Capital
Balance, beginning of period	$	6,349,588	$	6,310,795	$	6,339,506	$	6,301,537
Issuances under stock plans	352		1,023		1,402		2,073
Stock-based compensation expense	9,330		9,224		18,362		17,432
Balance, end of period	6,359,270		6,321,042		6,359,270		6,321,042
Treasury Stock
Balance, beginning of period	(1,116,025)		(995,665)		(1,047,202)		(983,143)
Repurchases of treasury stock	(113,498)		(2,525)		(182,321)		(15,047)
Balance, end of period	(1,229,523)		(998,190)		(1,229,523)		(998,190)
Accumulated Other Comprehensive Income
Balance, beginning of period	43,386		38,161		40,690		34,886
Other comprehensive income	7,469		2,400		10,165		5,675
Balance, end of period	50,855		40,561		50,855		40,561
Accumulated Deficit
Balance, beginning of period	(3,395,732)		(3,675,343)		(3,454,366)		(3,723,364)
Net income	53,220		47,037		111,854		95,058
Balance, end of period	(3,342,512)		(3,628,306)		(3,342,512)		(3,628,306)
Total stockholders' equity	$	1,838,090	$	1,735,107	$	1,838,090	$	1,735,107

Common Stock Shares Outstanding
Number of shares, beginning of period	109,518		107,998		108,734		107,629
Issuances under stock plans	393		283		1,177		652
Number of shares, end of period	109,911		108,281		109,911		108,281
Treasury Shares
Number of shares, beginning of period	(46,198)		(43,112)		(44,427)		(42,630)
Repurchases of treasury stock	(2,926)		(80)		(4,697)		(562)
Number of shares, end of period	(49,124)		(43,192)		(49,124)		(43,192)


	Six Months Ended
	April 2, 2022		April 3, 2021
	(Unaudited)
	(In thousands)
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net income	$	111,854	$	95,058
Adjustments to reconcile net income to cash provided by (used in) operating activities:
Depreciation and amortization	55,032		54,831
Stock-based compensation expense	18,362		17,432
Deferred income taxes	11,071		13,641




Other, net	(1,903)		(19)
Changes in operating assets and liabilities, net of amounts acquired:
Accounts receivable	(79,705)		(79,166)
Contract assets	(68,545)		61,626
Inventories	(403,396)		75,303
Prepaid expenses and other assets	(11,334)		1,359
Accounts payable	357,176		(99,525)
Accrued liabilities	158,661		2,360
Cash provided by operating activities	147,273		142,900

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(52,650)		(25,718)
Proceeds from sales of property, plant and equipment	8,025		178
Purchases of investments	(1,000)		—


Cash used in investing activities	(45,625)		(25,540)

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
Repayments of long-term debt	(9,376)		(9,376)

Proceeds from revolving credit facility borrowings	202,800		399,600
Repayments of revolving credit facility borrowings	(202,800)		(399,600)

Net proceeds from stock issuances	1,402		2,073


	Three Months Ended				Six Months Ended
	April 2, 2022		April 3, 2021		April 2, 2022		April 3, 2021
	(In thousands)
Segments:
IMS	$	1,549,416	$	1,356,380	$	2,966,327	$	2,808,500
CPS	362,114		343,297		702,528		646,426
Total	$	1,911,530	$	1,699,677	$	3,668,855	$	3,454,926

End Markets:
Industrial, Medical, Automotive and Defense	$	1,154,720	$	980,794	$	2,209,691	$	2,013,312
Communications Networks and Cloud Infrastructure	756,810		718,883		1,459,164		1,441,614
Total	$	1,911,530	$	1,699,677	$	3,668,855	$	3,454,926

Geography:
Americas (1)	$	898,571	$	803,642	$	1,695,591	$	1,635,464
EMEA	298,580		272,167		567,814		531,459
APAC	714,379		623,868		1,405,450		1,288,003
Total	$	1,911,530	$	1,699,677	$	3,668,855	$	3,454,926


	As of
	April 2, 2022		October 2, 2021
Derivatives Designated as Accounting Hedges:
Notional amount (in thousands)	$	113,690	$	110,098
Number of contracts	50		48
Derivatives Not Designated as Accounting Hedges:
Notional amount (in thousands)	$	363,563	$	353,108
Number of contracts	42		46


		SANMINA CORPORATION
		(Registrant)

		By:	/s/ JURE SOLA
			Jure Sola
			Chief Executive Officer (Principal Executive Officer)

Date:	May 4, 2022

		By:	/s/ KURT ADZEMA
			Kurt Adzema
			Executive Vice President and
			Chief Financial Officer (Principal Financial Officer)

Date:	May 4, 2022


1. DEFINITIONS AND INTERPRETATION			2
2. TRANSACTION			20
3. CONDITIONS PRECEDENT			21
4. CONDUCT OF BUSINESS PRIOR TO CLOSING			23
5. CLOSING ACTIONS			31
6. POST CLOSING ACTIONS			34
7. WARRANTIES			38
8. INDEMNIFICATION			39
9. CONFIDENTIALITY			44
10. TERM AND TERMINATION			46
11. GOVERNING LAW			47
12. DISPUTE RESOLUTION			47
13. MISCELLANEOUS			48
Schedule 1: SHAREHOLDING PATTERN			1
Part A: SHAREHOLDING PATTERN AS ON THE EXECUTION DATE			1
Part B: SHAREHOLDING PATTERN AS ON THE CLOSING DATE			2
Schedule 2: CONDITIONS PRECEDENT			1
Part A: COMPANY CONDITIONS PRECEDENT			1
Part B: INVESTOR CONDITIONS PRECEDENT			3
Schedule 3: COMPANY WARRANTIES			1
Schedule 4: INVESTOR AND SANMINA WARRANTIES			1
Part A – INVESTOR WARRANTIES			1
Part B – SANMINA PARTIES’ WARRANTIES			1
Schedule 5: FORM OF CP COMPLETION NOTICE			1
Schedule 6: FORM OF COMPLIANCE CERTIFICATE			1
Schedule 7: SPECIFIC INDEMNITY ITEMS			1
Schedule 8: FORM OF RESIGNATION LETTER			1
Schedule 9: FORM OF INITIAL BUSINESS PLAN			1
Schedule 10: EXISTING Sanmina Customer Contracts			1
Schedule 11: ILLUSTRATIVE WORKING CAPITAL			1
Reported working capital (Company Group)			1
Reported working capital (SIPL)			1
Schedule 12: BALANCES OF THE CO-DEVELOPER BUSINESS AS OF MARCH 31, 2021			1
Schedule 13: ITEMS EXCLUDED FROM INDEBTEDNESS			1
Schedule 14: PURCHASE CONSIDERATION MECHANISM *			1
Schedule 15: PROFORMA INCOME STATEMENT			1


If to Investor:
Attention	:	[***]
Address	:	[***]
Email	:	[***]
With a copy (which shall not constitute notice) to:
Address	:	[***]
Attention	:	[***]
Email	:	[***]
With a copy (which shall not constitute notice) to:
Address	:	[***]
Attention	:	[***]
Email	:	[***]

If to the Company:
Address	:	[***]
Attention	:	[***]
Email	:	[***]
With a copy (which shall not constitute notice) to:
Address	:	[***]
Attention	:	[***]
Email	:	[***]
If to the Sanmina Parties:
Address	:	[***]
Attention	:	[***]
Email	:	[***]

With a copy (which shall not constitute notice) to:
Address	:	[***]
Attention	:	[***]
Email	:	[***]


Company name:	Sanmina-SCI India Private Limited
Company Identification Number:	U30007TN2002PTC048391
Directors:	Name	Appointment Date
	Brent Michael Billinger	March 26, 2016, [*] Board of Directors [*]
	Periasamy Elan Chelian	April 25, 2018
	Christopher Kaveh Sadeghian	February 4, 2009 Board of Directors [***]
	Jagannathan Veeravalli Sevelimedu	July 26, 2021
Secretary:	[***]
Registered office:	Plot No. OZ-1, SIPCOT Hi-Tech SEZ Oragadam Sriperumbudur Taluk, Kancheepuram District, Orgadam Kancheepuram TN 602105, India
Accounting reference date:	March 31, 2021
Issued share capital:	[***]


Company name:	Sanmina-SCI Technology India Private Limited
Company Identification Number:	U30007TN2002PTC048391
Directors:	Name	Appointment Date
	Vijay Gujilapudi	November 8, 2013
	Viswaprasad Bhagavan Muppana	August 14, 2009
	Christopher Kaveh Sadeghian	March 27, 2018
	Jagannathan Veeravalli Sevelimedu	May 14, 2012


Amount (INR in million)	SIPL	STIPL	Company Group
Cash and bank	[***]	[***]	[***]
Add: Purchase price for the slump sale of the STIPL Undertaking as set forth under the STIPL Business Transfer Agreement	[ ]	[ ]	[ ]
Add: Transaction Expenses which have been paid by the Company prior to the Closing Date shall be deemed Cash and Cash Equivalent of the Company Group	[ ]	[ ]	[ ]
Total	[***]	[***]	[***]


Amount (INR in million)									Company Group
Investor purchase amount is cash balance									[***]


ARTICLE I DEFINITIONS			2

Section 1.1 Certain Defined Terms			2
Section 1.2 Interpretation			14

ARTICLE II CONDITIONALITY, INITIAL EQUITY OWNERSHIP, AND WARRANTIES			16

Section 2.1 Conditionality			16
Section 2.2 Initial Equity Ownership			16
Section 2.3 Warranties of all Parties			16
Section 2.4 Warranties of Reliance and Sanmina			16

ARTICLE III SHAREHOLDER MATTERS			17

Section 3.1 Convening of Shareholders’ Meetings			17
Section 3.2 Quorum			17
Section 3.3 Approval; Chairman			18
Section 3.4 Minutes of Meetings			18
Section 3.5 Affirmative Vote Matters			18
Section 3.6 Manner of giving consent and information required.			20
Section 3.7 Consultation			20

ARTICLE IV BOARD OF DIRECTORS			21

Section 4.1 General			21
Section 4.2 Board Matters.			21
Section 4.3 Directors			22
Section 4.4 Meetings of the Board; Written Consent			23
Section 4.5 Day-to-Day Operation of the Company and each of its Subsidiaries.			25
Section 4.6 Legal Proceedings Against Reliance and Sanmina			25

ARTICLE V OFFICERS			26

Section 5.1 Officers Generally			26
Section 5.2 Removal of Officers			26
Section 5.3 Powers and Duties of Officers			27

ARTICLE VI COVENANTS WITH RESPECT TO THE BUSINESS			27

Section 6.1 Products and Territory			27
Section 6.2 Conduct of the Business			28
Section 6.3 Exclusivity and Other Matters			28
Section 6.4 Technology Center of Excellence			30


ARTICLE VII BUSINESS PLAN, ANNUAL BUDGET, AND FUNDING			30

Section 7.1 Business Plan and Annual Budget			30
Section 7.2 Quarterly Plan Review			31
Section 7.3 Required Capital Contributions.			31
Section 7.4 Agreed Capital Contributions			32
Section 7.5 Failure to Fund Capital Contributions			32
Section 7.6 Other Capital Contributions and Preemptive Rights			33
Section 7.7 General Terms of Equity Issuances			34
Section 7.8 Debt Financing			35

ARTICLE VIII STANDSTILL			35

Section 8.1 Determination of Standstill			35
Section 8.2 Resolution of Standstill			35

ARTICLE IX DISTRIBUTIONS			36

Section 9.1 Distributions on Liquidation			36
Section 9.2 Taxation Deductions			36

ARTICLE X CERTAIN COVENANTS			36

Section 10.1 Reporting			36
Section 10.2 Accounts and Records			37
Section 10.3 Access to Records			37
Section 10.4 Compliance with Laws			37
Section 10.5 Preservation of Corporate Existence			38
Section 10.6 Maintenance of Insurance			38
Section 10.7 Maintenance of Licenses and Other Governmental Authorizations			38
Section 10.8 Non-Solicitation			38
Section 10.9 Disclosure			39
Section 10.10 Confidentiality			39

ARTICLE XI TRANSFERS OF SHARES			40

Section 11.1 Transfer Restrictions			40
Section 11.2 Transfers to Permitted Transferees			41
Section 11.3 Right of First Refusal			41
Section 11.4 Tag Along Rights			43
Section 11.5 Transfers in General			44
Section 11.6 Reliance-Sanmina Buy-Sell Right: Offer to Purchase is Offer to Sell, and Offer to Sell is Offer to Purchase			45

ARTICLE XII TERMINATION; BREACHES; CALL OPTION.			46

Section 12.1 Termination			46
Section 12.2 Effect of Termination.			48


Section 12.3 Call Option			49

ARTICLE XIII INDEMNIFICATION AND LIMITS ON LIABILITY			50

Section 13.1 Indemnification			50
Section 13.2 Indemnification Procedures Generally			51
Section 13.3 Third-Party Claims			52
Section 13.4 Non-Exclusive Remedy			53
Section 13.5 Limits on Liability			53
Section 13.6 No Recourse			53
Section 13.7 Third Party Beneficiaries			54

ARTICLE XIV ARBITRATION			54

Section 14.1 Arbitration of Disputes			54
Section 14.2 Interim Relief			54
Section 14.3 Available Relief			54
Section 14.4 Seat and Language			54
Section 14.5 Number of Arbitrators			54
Section 14.6 Binding			55
Section 14.7 Consolidation			55
Section 14.8 Exclusion of Arbitration Act, 1996			55
Section 14.9 Jurisdiction; Service			55
Section 14.10 Remedies			56

ARTICLE XV MISCELLANEOUS			56

Section 15.1 Notices			56
Section 15.2 Inconsistency			56
Section 15.3 Costs and Expenses			57
Section 15.4 Assignment			57
Section 15.5 Effect of Waiver or Consent			57
Section 15.6 Amendment			57
Section 15.7 Authority			57
Section 15.8 Governing Law			57
Section 15.9 Further Assurances; Regulatory Approvals			58
Section 15.10 Severability			58
Section 15.11 Contracts (Rights of Third Parties) Act 1999			58
Section 15.12 Exceptions to 15.11			58
Section 15.13 No Third-Party Consent for Amendment			58
Section 15.14 Non-Liable Persons			58


Section 15.15 Counterparts			59
Section 15.16 Entire Agreement			59


REGISTERED SHAREHOLDER			% OF TOTAL ISSUED CAPITAL
RELIANCE STRATEGIC BUSINESS VENTURES LIMITED			50.1%
SANMINA-SCI SYSTEMS SINGAPORE PTE LTD			49.9%
TOTAL			100.0%



						SANMINA CORPORATION

						By:
									Name:
									Title:

						SANMINA-SCI SYSTEMS SINGAPORE PTE LTD.

						By:
									Name:
									Title:

						SANMINA-SCI INDIA PRIVATE LTD

						By:
									Name:
									Title:

						RELIANCE STRATEGIC BUSINESS VENTURES LIMITED

						By:
									Name:
									Title:


“Agreement”			means this business transfer agreement, and shall include any schedules, or exhibits that may be annexed hereto and any amendments made to this agreement by the Parties in writing.
“Ancillary Agreements”			mean the Assignment Agreements and the Delivery Receipt.
“Applicable Law”			means any statute, law, regulation, ordinance, rule, judgment, notification, order, decree, by-law, permits, licenses, approvals, consents, authorisations, government approvals, directives, guidelines, requirements or other governmental restrictions, or determination by, or any interpretation, policy, having the force of law of any of the foregoing, by any Governmental Authority having jurisdiction over the matter in question, whether in effect as of the date of this Agreement or thereafter.
“Approval”			means all allocations, awards, approvals, clearances, licenses, permits, consents, permissions, orders, certificates, authorizations, registrations, or any ruling of any Governmental Authority or the expiration or termination of any applicable waiting period, required under Applicable Laws (including (if applicable) approval from the labour commissioner, approval of master plan and building plans, occupation certificates and other relevant approvals from the relevant municipal corporation, public works department and other department of the applicable Governmental Authority);
“Assigned Contracts”			mean all written agreements and contracts executed by the Seller in relation to the Business Undertaking, including the MEPZ Lease Deed, but excluding the contracts specifically identified under Schedule 1, provided that such agreements have not been terminated and are effective on the BTA Closing Date.
“Assignment Agreements”			mean the agreements for assignment of the Assigned Contracts to the Purchaser in the format attached as Exhibit A.
“Benefit Plans”			mean any plan, fund or program established or maintained by an employer for the purpose of providing for its participants or their beneficiaries, medical, surgical, hospital care or benefits, benefits in the event of sickness, accident, disability, death, gratuity or statutory insurance benefits, vacation benefits, any plan, fund or program established or maintained by an employer that provides retirement income to employees or results in a deferral of income by employees for periods extending to the termination of employment or beyond.
“Books and Records”			mean all statement of accounts, invoices of Business Assets, Assigned Contracts, Business Licenses, employee and personnel records of the Transferred Employees and all other ledgers, registers, data, books, documents and records maintained, used in or related to the Business Undertaking, including any such information recorded or stored in writing or upon magnetic tape or disc or otherwise recorded or stored for reproduction, whether by mechanical or electronic means.
“BTA Closing”			means the completion of the activities detailed in Clause 5.
“BTA Closing Date”			means the date, on which ‘Closing’ (as defined in the Share Subscription and Purchase Agreement) under the Share Subscription and Purchase Agreement occurs.
“Business”			has the meaning ascribed to it under Recital A.


“Business Assets”			mean all assets of the Seller pertaining to the Business, including, but not limited to, the assets listed in Schedule 3 hereto, the Business Building, all movable properties, fittings and fixtures, communications facilities, servers and other equipment and properties, consumables, inventories; any rights to any bank guarantee, security deposits, pre-paid expenses or other amounts deposited or lying with the Governmental Authorities or Third Parties (including under the MEPZ Lease Deed and Assigned Contracts) and related to the Business; all amounts (if any) lying under the Benefit Plans of the Seller with respect to the Transferred Employees; all of the Seller’s rights against Third Parties, including the benefit of and right to enforce the covenants, guarantees, indemnities, warranties and similar rights that the Seller is entitled to enforce as well as all rights to causes of action, lawsuits, judgments, Claims and demands of any nature available to the Seller with respect to the Business; intellectual property of or used by the Seller in relation to the Business, except the Excluded Assets. For the avoidance of doubt, Business Assets shall not include Cash.
“Business Building”			means that certain building owned by Seller and situated on the Existing Property that is used exclusively for the Business and occupied exclusively by Business Employees.
“Business Day”			means a day other than a Saturday, Sunday or any other day on which banking business is not carried on in Chennai, India.
“Business Employees”			mean individuals employed by the Seller in connection with the Business Undertaking, including for the avoidance of doubt, all Transferred Employees, provided however, it does not include the employees of Seller specifically identified in Schedule 2 (“Excluded Employees”).
“Business Liabilities”			mean all Liabilities of the Seller applicable to the Business Undertaking, including those listed in Schedule 4 and those appearing in the books of accounts of the Seller as on the BTA Closing Date, except the Excluded Liabilities.
“Business Licenses”			mean all licenses, permissions, registrations, exemptions, waivers, permits, approvals and concessions required from the Governmental Authorities for carrying on the Business which are capable of being transferred or assigned under Applicable Laws, excluding the Excluded Licenses.
“Business Undertaking”			means all assets and liabilities of the Seller relating to the Business, including the following: (a) the Business Assets; (b) Business Liabilities; (c) Assigned Contracts; (d) Business Licenses; (e) Books and Records; (f) Goodwill; and (g) Transferred Employees, but excludes the Retained Business.
“Cash”			means aggregate of the cash (whether in hand or credited to any account with any banking, financial, acceptance credit, lending or other similar institution or organisation) and the cash equivalents of the Seller relating to the Business, including all interest accrued thereon, in each case which is domiciled in India and the usage of which is not limited or restricted in any manner pursuant to Applicable Law or contract.
“Claim”			means any: (a) pending court, arbitral or statutory, regulatory, administrative, judicial or quasi-judicial proceeding, including any investigation or inquiry by a Governmental Authority, suits, appeals or writ petitions; (b) notice making any demand or raising any dispute from any Person; (c) show cause notice from a Governmental Authority; or (d) any notice issued by any Governmental Authority in relation to the payment of statutory dues.


“Conditions Precedent”			has the meaning ascribed to it in Clause 4.1.
“Confidential Information”			has the meaning ascribed to it under Clause 19.1.
“Consent”			means any authorization, certificate, license, permit, consent, waiver, approval or no-objection required under Applicable Law or pursuant to contract from a Third Party, including any Governmental Authority.
“Consideration”			has the meaning ascribed to it in Clause 3.1.
“Delivery Receipt”			means a memorandum of possession and delivery, in respect of all movable Business Assets that are capable of transfer by delivery and possession or endorsement, in the form identical to that set forth in Exhibit B hereto.
“Disclosing Party”			has the meaning ascribed to it under Clause 19.1.
“Dispute”			has the meaning ascribed to it under Clause 16.2.
“Excluded Assets”			mean (i) Memorandum of Lease Deed dated August 22, 2008 entered into between the SIPCOT and the Seller for the lease of Plot No. OZ-1 SIPCOT Hi-Tec SEZ, Oragadam (“SIPCOT Land”); (ii) the building(s) situated on SIPCOT Land and owned by the Seller and used exclusively for the Retained Business; (iii) Cash; and (iv) any other assets of the Retained Business as of the BTA Closing Date.
“Excluded Liabilities”			mean all Claims, Proceedings and Liabilities in respect of the Excluded Assets and Excluded Licenses.
“Excluded Licenses”			means the Letter dated June 7, 2008 for the approval of the Seller as a co-developer issued by the Department of Commerce (SEZ Section), Ministry of Commerce and Industry and any other Approvals held by the Seller in relation to the Retained Business as of the BTA Closing Date and any other licenses, permits or approvals exclusively relating to the Retained Business.
“Execution Date”			means the date of execution of the Agreement.
“Existing Property”			means the property situated at A-3, Phase II, MEPZ Special Economic Zone Tambaram.
“Goodwill”			means the goodwill of the Seller in relation to the Business.
“Governmental Authority”			means any: (a) nation, state, province, county, city, town, village, district or other governmental jurisdiction of any nature; (b) central, state, province, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, commission, board, instrumentality, official or entity and any court or other tribunal); (d) multi-national organization or body; (e) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority; or (f) organization or association that sponsors, authorizes or conducts any arbitration proceeding, or any arbitrator or panel of arbitrators, the decisions of which are enforceable in any court of law.
“IT Act”			has the meaning ascribed to it under Recital B.
“Liabilities”			mean all indebtedness and other liabilities, obligations or commitments of any nature whatsoever, whether known or unknown, absolute, accrued or contingent, liquidated or otherwise, including those arising under any Applicable Law, action or Order and those arising under any contract.


“Long Stop Date”			means [*] ([*]) days following the Execution Date, or such later date as may be mutually agreed to by the Parties.
“Losses”			means all direct and actual liabilities, obligations, losses, damages, penalties, claims, counterclaims, demands, actions, suits, judgments or settlements of any kind, whether arising in common law or equity, whether created by Applicable Law, and whether or not resulting from third-party claims, including interest and penalties and reasonable out-of-pocket expenses, and reasonable fees and expenses for attorneys, accountants, consultants, and experts incurred in connection with any of the foregoing.
“MEPZ” “MEPZ Lease Deed”			means Madras Export Processing Zone. means the lease deed between the Seller and the Development Commissioner and Chairperson, MEPZ Special Economic Zone Authority, Government of India, Ministry of Commerce and Industry (Department of Commerce) dated August 21, 2017, for the Existing Property.
“MEPZ SEZ Authority”			means MEPZ Special Economic Zone Authority.
“Order”			means any writ, judgment, decree, injunction, decision, ruling, notice, demand, order or statement of any Governmental Authority (in each such case whether preliminary or final).
“Person”			means an individual, a partnership, a corporation, a company, a limited liability partnership, an association, a trust, a joint venture, an unincorporated organization, any other business entity or a governmental entity (or any department, agency, or political subdivision thereof).
“Proceedings”			mean any Claim, action, cause of action, arbitration, audit, examination, hearing, investigation (whether civil, criminal or administrative), litigation, summons, subpoena, proceeding or lawsuit commenced, brought, conducted or heard by or before any Governmental Authority.
“Proposed Transaction”			means the transaction contemplated by this Agreement and the Ancillary Agreements.
“Receiving Party”			has the meaning ascribed to it under Clause 19.1.
“Representatives”			mean a Party’s officers, directors, managers, employees, accountants, counsel, consultants, advisors and agents.
“Retained Business”			has the meaning ascribed to it under Recital A and includes the Excluded Assets, Excluded Liabilities, Excluded Employees and Excluded Licenses.
“Rs.”			means the lawful currency of the Republic of India.
“Seller Account”			means the bank account of the Seller bearing current account number [●] with [insert name of the bank], [insert address of the branch of the bank].
“Share Subscription and Purchase Agreement”			means the Share Subscription and Purchase Agreement dated March 2, 2022 entered into between Reliance Strategic Business Ventures Limited, Sanmina Corporation, Sanmina-SCI Systems Singapore Pte Ltd, AET Holdings Limited and Sanmina SCI India Private Limited.
“SIPCOT”			State Industries Promotion Corporation of Tamil Nadu Limited


“Tax” or “Taxes”			means all forms of taxation, duties, levies, imposts and social security (or similar) charges of any kind whatsoever in any jurisdiction, including corporate income tax, minimum alternate tax, property tax, wealth tax, any other form of withholding tax, provident fund, employee state insurance, gratuity contributions, statutory pension or any other employment benefit plan contributions, service tax, value added tax, customs and excise duties, goods and services tax, buy-back tax, capital gains tax and other legal transaction taxes, stamp duty, dividend distribution tax, securities transaction tax, real estate taxes, gross receipts taxes, windfall profit taxes, employment taxes, severance taxes, franchise taxes, transfer taxes, profit taxes, registration taxes, unclaimed property or escheatment taxes, alternative or add-on minimum taxes, estimated taxes, other municipal, provincial, state or local taxes and duties, environmental taxes and duties and any other type of taxes or duties in any relevant jurisdiction, whether disputed or not, together with any interest, penalties, surcharges, cess, fines, fees or any other additional amounts relating thereto, due, payable, levied, imposed upon or claimed to be owed in any relevant jurisdiction, and including any obligations to indemnify or otherwise assume or succeed to the tax liability of any other Person.
“Tax Returns”			means any report, return, election, statement, claim for refund, declaration or other information with respect to any Tax required to be filed, permitted to be filed or actually filed with a tax authority in accordance with Applicable Laws, including any schedule or attachment thereto, and including any amendment thereof.
“Third Party”			means a Person who is not a Party.
“Transaction Document”			has the meaning ascribed to it in the Share Subscription and Purchase Agreement.
“Transferred Employees”			has the meaning ascribed to it in Clause 7.6.


Signed and delivered for and on behalf of Sanmina-SCI Technology India Private Limited _______________________________ Name: [●] Designation: [●]			Signed and delivered for and on behalf of [Insert Name of Sanmina NewCo] _______________________________ Name: [●] Designation: [●]


Name of the Party	Address	Email
[●]	Prior to the Effective Date: [●] Post the Effective Date: [●]	[●]