SMTC MANUFACTURING CORPORATION OF CANADA
DEFERRED SHARE UNITS
In recognition of the important contributions that John Caldwell (the “Executive”) can make to the success of SMTC
Corporation and its Affiliates, SMTC Manufacturing Corporation of Canada (the “Corporation”) hereby grants to the Executive
the deferred share units award described below.
1. The Deferred Share Unit Award . The Corporation hereby grants to the Executive One hundred thirty-six thousand four
hundred twenty five (136,425) Units (the “Award”). A “Unit” is an amount equal to the Fair Market Value (as defined below) of
a single share of Common Stock (as defined below) on the Grant Date (as defined below).
a. The Executive is not entitled to any dividends payable on the Common Stock.
b. The Award shall not be interpreted to bestow upon the Executive any equity interest or ownership in the
Corporation or any Affiliate.
c. The Executive acknowledges that the Board of Directors of SMTC Corporation shall continue to manage SMTC
Corporation as such Board of Directors deems appropriate, and that such Board of Directors is under no obligation to manage
SMTC Corporation or take any action so as to maximize the value of the Award or avoid any diminution in value of the Award.
d. The Board of Directors, in its sole discretion, may make additional grants of Units to the Executive from time to
2. Definitions . The following definitions will apply for purposes of this Agreement.
a. “Affiliate” of any person means (a) any other person directly or indirectly owning, controlling, or holding with
power to vote, five percent or more of the outstanding voting securities of such person, (b) any person five percent or more of
whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote, by such person and
(c) any other person directly or indirectly controlling, controlled by, or under common control with, such person.
b. “Board of Directors” means the board