International Manufacturing Services Inc Sample Contracts

International Manufacturing Services Inc – LEASE (July 31st, 1998)

1 EXHIBIT 10.24 Final LEASE Lease Agreement (hereinafter referred to as the "Agreement") entered into this 29th day of June, 1998 by and between Inmobiliaria Nuevo Aeropuerto, S.A. de C.V. represented by Adrian G. Gonzalez Lozano and Sergio G. Gonzalez Lozano in their capacity as Legal Representatives ("Landlord") and IMS International Manufacturing Services de Monterrey, S. de R. L. de C.V. represented herein by Nathan Kawaye in his capacity as Legal Representative ("Tenant"), according to the following recitals and sections of this Lease: RECITALS I. Landlord through its legal representatives hereby states that: (A) Landlord is a mercantile corporation incorporated through Public Deed Number 19,502 dated 27th of January 1983, issued by Fernan

International Manufacturing Services Inc – 1997 EMPLOYEE STOCK PURCHASE PLAN (October 21st, 1997)

1 EXHIBIT 10.4 INTERNATIONAL MANUFACTURING SERVICES, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 2. Definitions. (a) "Board" shall mean the Board of Directors of the Company. (b) "Code" shall mean the Internal Revenue Code of 1986, as amended. (c) "Common Sto

International Manufacturing Services Inc – Underwriting Agreement (October 21st, 1997)

1 EXHIBIT 1.1 5,000,000 Shares INTERNATIONAL MANUFACTURING SERVICES, INC. Common Stock Underwriting Agreement dated September ___, 1997 2 TABLE OF CONTENTS SECTION 1. REPRESENTATIONS AND WARRANTIES........................................... 2 Effectiveness of the Registration Statement; No Stop Order..................... 2 Compliance with Registration Requirements...................................... 2 Quantities Furnished to Underwriters........................................... 3 Distribution of the Offering Materials......................................... 4 The Underwriting Agreement.....................

International Manufacturing Services Inc – MANUFACTURING SERVICES AGREEMENT (October 21st, 1997)

1 Note: This Exhibit 10.14 omits certain confidential information. Such omitted information, indicated with an asterisk (*), has been filed separately with the Securities and Exchange Commission. EXHIBIT 10.14 MANUFACTURING SERVICES AGREEMENT This Manufacturing Services Agreement ("Agreement") is entered into by and between Maxtor Corporation, a Delaware corporation, with its principal place of business at 211 River Oaks Parkway, San Jose, California 95134, U.S.A. ("Maxtor") and International Manufacturing Services, Inc., a Delaware corporation, with its principal place of business at 211 River Oaks Parkway, San Jose, California 95134 U.S.A. ("IMS"). This Agreement is effective as of May 16, 1996 ("Effective Date"). RECITALS WHEREAS, Maxtor wishes to procure certain products and manufacturing services from IMS; WHEREAS, I

International Manufacturing Services Inc – 1997 NON-U.S. EMPLOYEE STOCK PURCHASE PLAN (October 21st, 1997)

1 EXHIBIT 10.5 INTERNATIONAL MANUFACTURING SERVICES, INC. 1997 NON-U.S. EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide non-U.S. employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. 2. Definitions. (a) "Applicable Law" shall mean legal requirements relating to the administration of employee stock purchase plans under the applicable laws of any country or jurisdiction to which this Plan is extended. (b) "Board" shall mean the Board of Directors of the Company or any of its committees that may be administering the Plan. (c) "Common Stock" shall mean the Common Stock of the Company. (d) "Company" shall mean International Manufacturing Services, Inc., a Delaware corporation, and a

International Manufacturing Services Inc – CONTRACT OF LEASE OF FACTORY BUILDINGS (September 17th, 1997)

1 EXHIBIT 10.18 CONTRACT OF LEASE OF FACTORY BUILDINGS Maiyuan Administration Area of Changping Township, Dongguan City shall lease to IMS (HK) Ltd. in a compensable and terminable form the two factory buildings constructed for industrial purposes and their corresponding complementary living quarters to run a wholly-owned enterprise. Its trade name registered domestically is "Dongguan IMG Electronics Co. Ltd." which will be engaged in the operation and manufacture of circuit boards, multimedia cards and other products. In the principle of sincere cooperation and mutual benefit, the parties have, through friendly discussions, reached the following agreement. The Lessor, Maiyuan Administration Area, is Party A (Same as below) to this Contract; the Lessee, Dongguan IMG Electronics Co. Ltd., is Party B (Same as below) to this Contract. I. Location and Area of the Prem

International Manufacturing Services Inc – RESTATED CERTIFICATE OF INCORPORATION (September 17th, 1997)

1 EXHIBIT 3.2 RESTATED CERTIFICATE OF INCORPORATION OF INTERNATIONAL MANUFACTURING SERVICES, INC. . . . . 1. The name of the corporation (which is hereinafter referred to as the "CORPORATION") is International Manufacturing Services, Inc. 2. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 21, 1994, under the name International Manufacturing Services, Inc. 3. This Restated Certificate of Incorporation has been duly proposed by resolutions adopted and declared advisable by the Board of Directors of the Corporation, duly adopted by written consent of the stockholders of the Corporation in lieu of a meeting and vote and duly executed and acknowledged by the officers of the Corp

International Manufacturing Services Inc – CERTIFICATE OF INCORPORATION (September 17th, 1997)

1 EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTERNATIONAL MANUFACTURING SERVICES, INC. . . . . 1. The name of the corporation (which is hereinafter referred to as the "CORPORATION") is International Manufacturing Services, Inc. 2. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 21, 1994, under the name International Manufacturing Services, Inc. 3. This Restated Certificate of Incorporation has been duly proposed by resolutions adopted and declared advisable by the Board of Directors of the Corporation, duly adopted by written consent of the stockholders of the Corporation in lieu of a meeting and vote and duly execute

International Manufacturing Services Inc – STOCKHOLDERS AGREEMENT (August 28th, 1997)

1 Exhibit 10.10 AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT ("Amendment No. 1") dated as of December 24, 1996 (the "Stockholders Agreement"), among International Manufacturing Services, Inc., a Delaware corporation (the "Company"), Prudential Private Equity Investors III, L.P., a Delaware limited partnership, Oak Investment Partners VI, L.P., a California limited partnership, Oak VI Affiliates Fund, L.P. a California limited partnership, the Investor Stockholders listed on the signature pages hereof, Maxtor Corporation, a Delaware corporation, and the management Stockholders listed on the signature pages hereof. WHEREAS, the Company wishes to acquire (the "Acquisition") the assets and certain liabilities of Pentagon Systems, Inc. ("Pentagon"), a California corporation, as contemplated by the Le

International Manufacturing Services Inc – RECAPITALIZATION AGREEMENT (August 28th, 1997)

1 EXHIBIT 2.1 INTERNATIONAL MANUFACTURING SERVICES, INC. RECAPITALIZATION AGREEMENT This RECAPITALIZATION AGREEMENT is made as of May 16, 1996, by and among INTERNATIONAL MANUFACTURING SERVICES, INC., a Delaware corporation (individually, "IMS Delaware" and together with the International IMS Entities (as hereinafter defined), the "Company"), MAXTOR CORPORATION ("Maxtor") and each of the investors listed on Exhibit A hereto (each an "Investor", and collectively, the "Investors"). R E C I T A L S : A. IMS Delaware has been a wholly-owned subsidiary of Maxtor since 1994. The Company, Maxtor, Prudential Private Equity Investors III, L.P. ("Prudential"), and Oak Investment Partners VI, L.P. and Oak VI Affiliates Fund, L.P. (collectively, "Oak") intend to enter into a series of related transactions pursuant to which (i) IMS

International Manufacturing Services Inc – SENIOR SUBORDINATED PROMISSORY NOTE (August 28th, 1997)

1 EXHIBIT 10.12 THE INDEBTEDNESS EVIDENCED BY THIS SENIOR SUBORDINATED PROMISSORY NOTE IS, OR WILL BE, SUBORDINATED TO THE PAYMENT OF CERTAIN OTHER INDEBTEDNESS OF THE MAKER HEREOF ON THE TERMS AND CONDITIONS SET FORTH IN A SUBORDINATION AGREEMENT DESCRIBED BELOW SENIOR SUBORDINATED PROMISSORY NOTE (HONG KONG) U.S.$16,300,000 June 10, 1996 MAXTOR (HONG KONG) LIMITED, a corporation organized under the laws of Hong Kong ("Company"), for value received, hereby promises to pay to the order of MAXTOR CORPORATION, a Delaware corporation ("Maxtor" which term shall include any successor or permitted assign thereof), at 2190 Miller Drive, Longmont, Colorado 80501, or such other address of

International Manufacturing Services Inc – 1997 EMPLOYEE STOCK PURCHASE PLAN (August 28th, 1997)

1 EXHIBIT 10.4 INTERNATIONAL MANUFACTURING SERVICES, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 2. Definitions. (a) "Board" shall mean the Board of Directors of the Company. (b) "Code" shall mean the Internal Revenue Code of 1986, as amended. (c) "Common Sto

International Manufacturing Services Inc – AMENDMENT TO AMENDED AND RESTATED BYLAWS (August 28th, 1997)

1 EXHIBIT 3.4 AMENDMENT TO AMENDED AND RESTATED BYLAWS On July 26, 1996 Article III, Section 4 of the Amended and Restated Bylaws was amended to read as follows: Section 4. Vacancies. Vacancies in the board of directors may be filled by a majority of the remaining directors, even if less than a quorum, or by a sole remaining director; however, a vacancy created by the removal of a director by the vote of the stockholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute a majority of the required quorum). Each director so elected shall hold office until the next annual meeting of the stockholders and until a successor has been elected and qualified. Unless otherwise provided in the certificate of incorporation or

International Manufacturing Services Inc – 1997 NON-U.S. EMPLOYEE STOCK PURCHASE PLAN (August 28th, 1997)

1 EXHIBIT 10.5 INTERNATIONAL MANUFACTURING SERVICES, INC. 1997 NON-U.S. EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide non-U.S. employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. 2. Definitions. (a) "Applicable Law" shall mean legal requirements relating to the administration of employee stock purchase plans under the applicable laws of any country or jurisdiction to which this Plan is extended. (b) "Board" shall mean the Board of Directors of the Company or any of its committees that may be administering the Plan. (c) "Common Stock" shall mean the Common Stock of the Company. (d) "Company" shall mean International Manufacturing Services, Inc., a Delaware corporation, and a

International Manufacturing Services Inc – SENIOR SUBORDINATED PROMISSORY NOTE (August 28th, 1997)

1 EXHIBIT 10.11 THE INDEBTEDNESS EVIDENCED BY THIS SENIOR SUBORDINATED PROMISSORY NOTE IS OR WILL BE SUBORDINATED TO THE PAYMENT OF CERTAIN OTHER INDEBTEDNESS OF THE MAKER HEREOF ON THE TERMS AND CONDITIONS SET FORTH IN A SUBORDINATION AGREEMENT DESCRIBED BELOW SENIOR SUBORDINATED PROMISSORY NOTE (IMS) U.S.$1,700,000 June 10, 1996 INTERNATIONAL MANUFACTURING SERVICES, INC., a corporation organized under the laws of Delaware ("Company"), for value received, hereby promises to pay to the order of MAXTOR CORPORATION, a Delaware corporation ("Maxtor", which term shall include any successor or permitted assign thereof), at 2190 Miller Drive, Longmont, Colorado 80501, or such othe

International Manufacturing Services Inc – MANUFACTURING SERVICES AGREEMENT (August 28th, 1997)

1 EXHIBIT 10.14 MANUFACTURING SERVICES AGREEMENT This Manufacturing Services Agreement ("Agreement") is entered into by and between Maxtor Corporation, a Delaware corporation, with its principal place of business at 211 River Oaks Parkway, San Jose, California 95134, U.S.A. ("Maxtor") and International Manufacturing Services, Inc., a Delaware corporation, with its principal place of business at 211 River Oaks Parkway, San Jose, California 95134 U.S.A. ("IMS"). This Agreement is effective as of May 16, 1996 ("Effective Date"). RECITALS WHEREAS, Maxtor wishes to procure certain products and manufacturing services from IMS; WHEREAS, IMS is willing to provide such products and services on the terms and conditions set forth below; WHEREAS, concurrent with the execution of this Agreement, Maxtor and IMS will close cert

International Manufacturing Services Inc – COMMON STOCK PURCHASE AGREEMENT (August 28th, 1997)

1 EXHIBIT 10.8 INTERNATIONAL MANUFACTURING SERVICES, INC. COMMON STOCK PURCHASE AGREEMENT THIS AGREEMENT is made as of June 13, 1996, between International Manufacturing Services, Inc., a Delaware corporation (the "Company"), and Robert G. Behlman ("Purchaser"). WHEREAS Purchaser is an employee of or consultant to the Company whose continued affiliation with the Company is considered to be important for the Company's continued growth; and WHEREAS in order to provide Purchaser an opportunity to acquire an equity interest in the Company as an incentive for Purchaser to continue to participate in the affairs of the Company, the Company is willing to sell to Purchaser and Purchaser desires to purchase shares of Common Stock according to the terms and conditions hereof; THEREFORE, the parties agree as follows: 1. PURCHASE AND SALE OF STOCK. S

International Manufacturing Services Inc – LEASE (August 28th, 1997)

1 EXHIBIT 10.19 Dated the 9th day of July 1996 BARINET COMPANY LIMITED and IMS INTERNATIONAL MANUFACTURING SERVICES (H.K.) LIMITED ********************************************* LEASE of ALL THOSE Third Floor and Flat Roof appertenant thereto, Fourth Floor, Fifth Floor, Portion of Roof and Eight Car Parking Spaces on Ground Floor of Asia Trade Centre, 19 Sze Shan Street, Yau Tong Bay, Kowloon. ********************************************* REGISTERED in the Land Registry by Memorial No. on REGISTERED in the Land Registry by

International Manufacturing Services Inc – Underwriting Agreement (August 28th, 1997)

1 EXHIBIT 1.1 5,000,000 Shares INTERNATIONAL MANUFACTURING SERVICES, INC. Common Stock Underwriting Agreement dated September ___, 1997 2 TABLE OF CONTENTS SECTION 1. REPRESENTATIONS AND WARRANTIES........................................... 2 Effectiveness of the Registration Statement; No Stop Order..................... 2 Compliance with Registration Requirements...................................... 2 Quantities Furnished to Underwriters........................................... 3 Distribution of the Offering Materials......................................... 4 The Underwriting Agreement.....................

International Manufacturing Services Inc – 1997 STOCK OPTION PLAN (August 28th, 1997)

1 EXHIBIT 10.3 INTERNATIONAL MANUFACTURING SERVICES, INC. 1997 STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this Stock Plan are: o to attract and retain the best available personnel for positions of substantial responsibility, o to provide additional incentive to Employees, Directors and Consultants, and o to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan. 2. Definitions. As used herein, the following definitions shall apply: (a) "Administrator" means the Board or any of its Committees as shall be administ

International Manufacturing Services Inc – COMMON STOCK PURCHASE WARRANT (August 28th, 1997)

1 EXHIBIT 4.2 COMMON STOCK PURCHASE WARRANT THIS WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT. VOID AFTER JUNE 12, 2006 NO. CS-1 INTERNATIONAL MANUFACTURING SERVICES, INC. WARRANT TO PURCHASE 200,000 SHARES OF

International Manufacturing Services Inc – 1996 STOCK OPTION PLAN (August 28th, 1997)

1 EXHIBIT 10.2 INTERNATIONAL MANUFACTURING SERVICES, INC. 1996 STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this Stock Option Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its Subsidiaries and to promote the success of the Company's business. Options granted under the Plan may be incentive stock options (as defined under Section 422 of the Code) or nonstatutory stock options, as determined by the Administrator at the time of grant of an option and subject to the applicable provisions of Section 422 of the Code, as amended, and the regulations promulgated thereunder. 2. Definitions. As used herein, the following definitions shall apply: (a) "Administrator" means the Board or an

International Manufacturing Services Inc – MANAGEMENT INCENTIVE PLAN (August 28th, 1997)

1 EXHIBIT 10.6 INTERNATIONAL MANUFACTURING SERVICES, INC. SUMMARY OF MANAGEMENT INCENTIVE PLAN I OVERVIEW This plan is created to provide an incentive to management and key employees for achieving planned business objectives established for a fiscal year. The Plan is designed to reward all participants when the Company's financial objectives are attained. The Plan is a key element for ensuring that the compensation of IMS's key employees supports IMS's business objectives as well as maintaining competitiveness for participating employees. This plan will be revised annually, based on annual financial objectives and other corporate objectives. Participants must be regular, full-time employees on the date payment is made to be eligible for

International Manufacturing Services Inc – STOCKHOLDERS AGREEMENT (August 28th, 1997)

1 EXHIBIT 10.9 STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT (the "Agreement") dated as of June 13, 1996, among International Manufacturing Services, Inc., a Delaware corporation (the "Company"), Prudential Private Equity Investors III, L.P., a Delaware limited partnership ("PPEI"), Oak Investment Partners VI, L.P., a California limited partnership, Oak VI Affiliates Fund, L.P., a California limited partnership (collectively with Oak Investment Partners VI, L.P., "Oak"), the Investor Stockholders listed on the signature pages hereof (collectively, with PPEI and Oak, the "Investor Stockholders"), Maxtor Corporation, a Delaware corporation ("Maxtor"), and the Management Stockholders listed on the signature pages hereof (collectively, the "Management Stockholders"). Maxtor, the Management Stockholders and the Investor Stockholders are referred to herein collectively as

International Manufacturing Services Inc – INDEMNIFICATION AGREEMENT (August 28th, 1997)

1 EXHIBIT 10.1 INTERNATIONAL MANUFACTURING SERVICES, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is effective as of this ____ day of ________________, 199__, by and between International Manufacturing Services, Inc. a Delaware corporation (the "Company"), and _______________________________ ("Indemnitee"). WHEREAS, the Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors, officers, employees, agents and fiduciaries, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance; WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors, officers, employees, agents and fiduciaries to expensive litigation risks at the same t

International Manufacturing Services Inc – A SUBORDINATION AGREEMENT DESCRIBED BELOW (August 28th, 1997)

1 EXHIBIT 10.13 THE INDEBTEDNESS EVIDENCED BY THIS SENIOR SUBORDINATED EVIDENCE OF INDEBTEDNESS IS OR WILL BE SUBORDINATED TO THE PAYMENT OF CERTAIN OTHER INDEBTEDNESS OF THE MAKER HEREOF ON THE TERMS AND CONDITIONS SET FORTH IN A SUBORDINATION AGREEMENT DESCRIBED BELOW SENIOR SUBORDINATED EVIDENCE OF INDEBTEDNESS (THAILAND) U.S.$2,000,000 June 10, 1996 IMS INTERNATIONAL MANUFACTURING SERVICES (THAILAND) LIMITED, a limited company organized under the laws of Thailand ("Company"), for value received, hereby promises to pay to the order of MAXTOR CORPORATION, a Delaware corporation ("Maxtor", which term shall include any successor or permitted assign thereof), at 2190 Miller Drive, Long

International Manufacturing Services Inc – REDEMPTION AGREEMENT (August 28th, 1997)

1 EXHIBIT 2.2 INTERNATIONAL MANUFACTURING SERVICES, INC. REDEMPTION AGREEMENT THIS REDEMPTION AGREEMENT is entered into as of May 16, 1996, by and between INTERNATIONAL MANUFACTURING SERVICES, INC., a Delaware corporation (individually, "IMS Delaware" and together with the Holding Companies (as hereinafter defined) and the International IMS Entities (as hereinafter defined), the "Company"), and MAXTOR CORPORATION, a Delaware corporation ("Maxtor"). RECITALS A. Maxtor owns 10,000,000 shares of Common Stock of IMS Delaware, representing all of the issued and outstanding capital stock of the Company. B. IMS Delaware wishes to redeem from Maxtor, and Maxtor wishes to sell to IMS Delaware, 8,010,000 shares of Common Stock of IMS Delaware (the "Shares") on the terms set forth in this Agreement