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Meetings Of Stockholders - SIGMATRON INTERNATIONAL INC - 7-26-2000

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Meetings Of Stockholders - SIGMATRON INTERNATIONAL INC - 7-26-2000 Powered By Docstoc
					Exhibit 3.2 AMENDED AND RESTATED BY - LAWS OF SIGMATRON INTERNATIONAL. INC. AS OF 9/24/1999 ARTICLE I OFFICES SECTION 1.l. REGISTERED OFFICE. The registered office shall be established and maintained at the office of The Corporation Trust Company, in the city of Wilmington, in the County of New Castle, in the State of Delaware and said corporation shall be the registered agent of this corporation in charge thereof. SECTION 1.2. OTHER OFFICES. The corporation may have other offices, either within or without the State of Delaware, at such place or places as the board of directors may from time to time appoint or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS SECTION 2.1. ANNUAL MEETINGS. Annual meetings of stockholders, commencing with the year 1994, shall be held on the third Friday of September of each year, if not a legal holiday, and if a legal holiday then on the next secular day following at l0:00 a.m., at the principal executive office of the corporation or on such other day, time and place as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which stockholders shall elect a board of directors in accordance with the Certificate of Incorporation of the corporation (the "Certificate of Incorporation") and Section 2.3 of Article II of these by-laws and transact such other business as may properly be brought before the meeting in accordance with Section 2.4 of Article II of these by-laws. SECTION 2.2. NOTICE OF ANNUAL MEETING. Except as otherwise required by the General Corporation Act of the State of Delaware (the "DGCL"), written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. 1

Section 2.3. NOMINATING DIRECTORS. Only persons who are nominated in accordance with the following procedures shall be eligible to serve as directors. Nominations of persons for election to the board of directors at a meeting of stockholders may be made (i) by or at the direction of the board of directors or (ii) by any stockholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Article II, Section 2.3. Such nominations, other than those made by or at the direction of the board of directors, shall be made pursuant to timely notice in writing to the secretary of the corporation. To be timely, a stockholder's notice must be delivered to, or mailed and received by, the secretary of the corporation at the principal executive office of the corporation not less than sixty (60) or more than ninety (90) days prior to the meeting; provided, however, that if the corporation has not "publicly disclosed" (in the manner provided in the last sentence of this Article II, Section 2.3.) the date of the meeting at least seventy (70) days prior to the meeting date, notice may be timely made by a stockholder under this Section if received by the secretary of the corporation not later than the close of business on the tenth day following the day on which the corporation publicly disclosed the meeting date. Such stockholder's notice shall set forth (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the corporation which are beneficially owned by such person and(D) and such other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person's written consent to being named in the proxy statement as a nominee and to serving as director if elected); and (ii) as to the stockholder giving notice (A) the name and address, as they appear on the corporation's books, of such stockholder, (B) the class and number of shares of the corporation which are beneficially owned by such stockholder and (C) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to nominate the persons named in its notice. At the request of the board of directors any person nominated by the board of directors for election as a director shall furnish to the secretary of the corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible to serve as a director of the corporation unless 2

nominated in accordance with the procedures set forth herein. The presiding officer shall, if the facts so warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the by-laws, and the defective nomination shall be disregarded. For purposes of these by-laws, "publicly disclosed" or "public disclosure" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press, or a comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission. SECTION 2.4. NOTICE OF BUSINESS. At an annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (i) by or at the direction of the board of directors or (ii) by any stockholder of the corporation who complies with the notice procedures set forth in this Article II, Section 2.4. For business to be properly brought before an annual meeting by a stockholder, the stockholders must deliver written notice to, or mail such written notice so that it is received by, the secretary of the corporation, at the principal executive offices of the corporation, not less than one hundred and twenty (120) or more than one hundred and fifty (150) days prior to the first anniversary of the date of the Corporation's consent solicitation or proxy statement released to stockholders in connection with the previous year's election of directors or meeting of stockholders, except that if no annual meeting of stockholders or election by consent was held in the previous year or if the date of the annual meeting has been changed from the previous year's meeting, a proposal shall be received by the corporation within ten (10) days after the corporation has "publicly disclosed" the date of the meeting in the manner provided in Article II, Section 2.3. above. The stockholder's notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (A) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (B) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, (C) the class and number of shares of the corporation which are beneficially owned by the stockholder, (D) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any other material interest of such stockholder in such business and (E) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to 3

bring such business before the meeting. At an annual meeting, the presiding officer shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Article II, Section 2.4.,and such business not properly brought before the meeting shall not be transacted. Whether or not the foregoing procedures are followed, no matter which is not a proper matter for stockholder consideration shall be brought before the meeting. Section 2.5. SPECIAL MEETINGS. Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by the Delaware General Corporate Law or by the Certificate of Incorporation, may be called the chairman of the board or the president and shall be called by the chairman of the board, president or secretary at the request in writing of a majority of the board of directors. Such request shall state the purpose or purposes of the proposed meeting. SECTION 2.6. NOTICE OF SPECIAL MEETINGS. Written notice of a special meeting stating the place, date and hour of the meeting, and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. SECTION 2.7. RECORD DATE. In order that the corporation may determine the stockholders entitled to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted, and which shall be (i) not more than sixty (60) nor less than ten (10) days before the date of a meeting, and (ii) not more than sixty (60) days prior to the other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for any adjourned meeting. 4

SECTION 2.8. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. SECTION 2.9. STOCK LEDGER. The stock ledger of the Corporation shall be the only conclusive evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.8. of this Article II or the books of the Corporation, or to vote in person or by proxy at a meeting of stockholders. SECTION 2.10. QUORUM. At any meeting of the stockholders of the Corporation, the holders of such number of the shares of issued and outstanding stock as are entitled to cast a majority of the votes thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by the DGCL or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders, entitled to vote thereat, present in person or represented by proxy, by majority vote shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. SECTION 2.11. VOTING. Unless otherwise provided by the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to vote in person or by proxy for each share of the capital stock having voting power 5

held by such stockholder. When a quorum is present at any meeting, a majority of the votes cast by holders of stock having voting power present in person or represented by proxy shall decide any question (other than election of directors) brought before such meeting, unless the question is one upon which by express provision of the DGCL or of the Certificate of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. SECTION 2.12. PROXY. At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided that, such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the secretary of the Corporation. All voting, excepting where otherwise required by law, the Certificate of Incorporation or the board of directors may be by a voice vote. SECTION 2.13. CHAIRMAN OF MEETING. The chairman of the board of directors shall preside at all meetings of the stockholders. In the absence or inability to act of the chairman, the vice chairman, the chief executive officer, the president or a vice president (in that order) shall preside, and in their absence or inability to act another person designated by one of them shall preside. The secretary of the corporation shall act as secretary of each meeting of the stockholders. In the event of his absence or inability to act, the chairman of the meeting shall appoint a person who need not be a stockholder to act as secretary of the meeting. 6

SECTION 2.14. CONDUCT OF MEETINGS. Meetings of the stockholders shall be conducted in a fair manner but need not be governed by any prescribed rules of order. The presiding officer's rulings on procedural matters shall be final. The presiding officer is authorized to impose reasonable time limits on the remarks of individual stockholders and may take such steps as such officer may deem necessary or appropriate to assure that the business of the meeting is conducted in a fair and orderly manner. SECTION 2.15. ACTION WITHOUT A MEETING. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. SECTION 2.16. INSPECTORS. The board of directors, in advance of any stockholders' meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at the stockholders' meeting may, and on the request of any stockholder entitled to vote thereat shall, appoint one or more inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the board of directors in advance of the meeting or at the meeting by the persons presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person 7

presiding at the meeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them. ARTICLE III DIRECTORS SECTION 3.1. DUTIES OF DIRECTORS. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these by laws directed or required to be exercised or done by the stockholders. SECTION 3.2. NUMBER OF DIRECTORS. The number of directors which shall constitute the whole board of directors shall be not less than three nor more than eleven. The first board shall consist of seven directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. In accordance with the Certificate of Incorporation, the directors shall be divided into three classes designated as Class I, Class II and Class III respectively. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire board of directors. The term of office of the Class I directors shall expire at the annual meeting of the stockholders next ensuing. The term of office of the Class II directors shall expire one year thereafter. The term of office of the Class III directors shall expire two years thereafter. At each succeeding annual meeting, the directors elected shall be chosen for a full term of three years to succeed those whose terms expire. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3.3 of this Article, and each director shall be elected to serve until his successor is elected and qualified or until his earlier resignation or removal. Directors need not be stockholders. SECTION 3.3. RESIGNATION, REMOVAL AND VACANCIES. Each director shall hold office until his successor is elected and qualified, subject, however, to his or her prior death, resignation, retirement or removal from office. Any director may resign at any time upon written notice to the corporation directed to the board of directors or the secretary of the 8

corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Any director or the entire board of directors may be removed, with cause, by the vote of the holders of at least a majority of shares of stock then entitled to vote at an election of directors. Whenever the holders of shares of any class or series of stock are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, the provisions of the preceding sentence shall apply, in respect to the removal with cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series of stock and not to the vote of the holders of the outstanding shares of stock as a whole. Unless otherwise provided by the Certificate of Incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by the vote of a majority of the directors then in office provided that a quorum is present, and any other vacancy occurring in the board of directors may be filled by a majority of the directors then in office, even if less than a quorum, unless otherwise provided in the Certificate of Incorporation; provided, however, that as nearly as may be possible, an equal number of directors of each class of directors shall be maintained. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor. SECTION 3.4. SPECIAL VOTING RIGHTS OF STOCKHOLDERS. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of preferred stock issued by the Corporation in accordance with the corporation's Certificate of Incorporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorship shall be governed by the resolutions of the board of directors applicable to such series of preferred stock. MEETINGS OF THE BOARD OF DIRECTORS SECTION 3.5. GENERAL. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. SECTION 3.6. FIRST MEETINGS. The first meeting of each newly elected board of directors shall be held immediately after each annual meeting of the stockholders, at such time and place as shall be fixed by the vote of the stockholders at the annual 9

meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. SECTION 3.7. REGULAR MEETINGS. Regular meetings of the directors may be held without notice at such time and at such place as shall from time to time be determined by the board of directors. SECTION 3.8. SPECIAL MEETINGS. Special meetings of the board of directors may be called by the chairman of the board or the president. Special meetings shall be called by the chairman of the board or the president in manner as set forth in Section 3.9 of Articles III hereof on the written request of one-third of the directors comprising the board stating the purpose or purposes for which the meeting is requested. Notice of any meeting of the board of directors for which a notice is required may be waived in writing signed by the person or persons entitled to such notice, whether before or after the time of such meeting, and such waiver shall be equivalent to the giving of such notice. Attendance of a director at any such meeting shall constitute a waiver of notice thereof, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because such meeting is not lawfully convened. SECTION 3.9. NOTICE OF MEETINGS. Except as otherwise provided herein, notice of each meeting of the board of directors shall be given which shall state the date, time and place of the meeting. The written notice of any meeting shall be given at least twenty-four hours in advance of the meeting to each director. Notice may be given either personally or by mail, telephone, telegram, telefax or telegram and shall be deemed to have been given when deposited in the United States mail, delivered to the telegraph company or transmitted by telex or facsimile, as the case may be. Neither the business to be transacted at nor the purpose of any meeting of the Board of Directors for which a notice is required need be specified in the notice, or waiver of notice, of such regular or special meeting. SECTION 3.10. QUORUM. At all meetings of the board of directors a majority of the then duly elected directors shall 10

constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. SECTION 3.11. ACTION WITHOUT A MEETING. Unless otherwise restricted by the Certificate of Incorporation or these by-laws any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the board or committee. Section 3.12. TELEPHONIC MEETINGS. Unless otherwise restricted by the Certificate of Incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS SECTION 3.13. GENERAL. The board of directors may, by resolution or resolutions passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in these by-laws, shall have and 11

may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution, these by-laws, or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. SECTION 3.14. MEETINGS. Each committee shall keep regular minutes of its meetings, report the same to the board of directors, and shall file such minutes and all written consents executed by its members with the secretary of the corporation. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; a majority of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee. Members of any committee of the board of the directors may participate in any meeting of such committee by means of conference telephone or similar communications equipment by means of which all persons participating may hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. COMPENSATION OF DIRECTORS SECTION 3.15. GENERAL. Unless otherwise restricted by the Certificate of Incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, for attendance at each meeting of the board of directors. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like 12

compensation for attending committee meetings. ARTICLE IV NOTICES SECTION 4.1. GENERAL. Whenever, under the provisions of the DGCL or of the Certificate of Incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by courier or mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited with such courier or in the United States mail. Notice to directors may also be given by telegram or facsimile. SECTION 4.2. WAIVER. Whenever any notice is required to be given under the provisions of the statute or of the Certificate of Incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS SECTION 5.1. ELECTION OF OFFICERS. The officers of the corporation shall be chosen by the board of directors and shall be a chairman of the board, a president, a vice president, a secretary and a treasurer. The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these by-laws otherwise provide. The salaries of all officers of the corporation shall be fixed by the board of directors. SECTION 5.2. RESIGNATION REMOVAL AND VACANCIES. Except as otherwise provided by the board of directors when electing any officer, each officer of the corporation shall hold office until the first meeting of the board of directors after the annual meeting of stockholders next succeeding his election, or until his successor is elected and qualified. Any officer may resign at any time upon written notice to the corporation directed to the board of directors and the secretary. Such resignation shall be necessary to make it effective. The board of directors may remove any officer or agent with or without cause at any time by the affirmative vote of a majority of the board of directors. Any 13

such removal shall be without prejudice to the contractual rights of such officer or agent, if any, with the corporation, but the election of an officer or agent shall not of itself create any contractual rights. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the board of directors. SECTION 5.3. CHAIRMAN OF THE BOARD. The chairman of the board of directors shall preside at all meetings of stockholders and the board of directors and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. SECTION 5.4. PRESIDENT. The president shall be the chief executive officer of the corporation and in the absence of the chairman of the board or in the event of his inability or refusal to act, shall preside at all meetings of the stockholders and the board of directors. He shall have general and active management of the business of the corporation and shall see to it that all orders and resolutions of the board of directors are performed and carried into effect. He shall direct the activities of the other officers in the execution of those duties not specifically associated with their office. SECTION 5.5. VICE PRESIDENT. In the absence of the president or in the event of his inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. SECTION 5.6. SECRETARY. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation, if any, and he, or an assistant secretary, shall have authority to affix the same 14

to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. SECTION 5.7. ASSISTANT SECRETARY. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. SECTION 5.8. TREASURER. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositaries as may be designated by the board of directors. The treasurer shall have exclusive authority to open bank accounts or otherwise transact the financial business of the corporation; provided, however, that the president shall have complete access to the financial records of the corporation and shall be provided unaudited quarterly financial statements of the corporation. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements and shall render to the president and the board of directors at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. If required by the board of directors, the treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. SECTION 5.9. ASSISTANT TREASURER. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his inability 15

or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. SECTION 5.10. OTHER OFFICERS. Such other officers as the board of directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the board of directors. The board of directors may delegate to any other officer of the corporation the power to choose such other officers and to prescribe their respective duties and powers. SECTION 5.11. DUTIES OF OFFICERS. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the corporation may be executed in the name of and on behalf of the corporation by the president or any vice president and any such officer may in the name of and on behalf of the corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at a meeting of security holders of any corporation in which the corporation may own securities and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the owner thereof, the corporation might have exercised and possessed if present. The board of directors may by resolution, from time to time, confer like powers upon any other person or persons. ARTICLE VI CERTIFICATES OF STOCK SECTION 6.1. GENERAL. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman of the board or the president or a vice president, and the treasurer or an assistant treasurer, or the secretary or an assistant secretary, of the corporation, certifying the number of shares owned by him in the corporation. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid there for, and the amount paid thereon shall be specified. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, 16

optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so request the powers, designations, preferences and relative, participating, optional or other special rights of each class or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. SECTION 6.2. SIGNATURE. Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. SECTION 6.3. LOST CERTIFICATES. The board of directors may direct a new certificate or certificates to be issued in the place of any certificate or certificates theretofore issued by the corporation, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representatives, to advertise the same in such manner as it shall require and/or to give the corporation a bond, in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. SECTION 6.4. TRANSFER OF STOCK. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books; provided, however, that 17

such duty shall be subject to Federal and state securities and other applicable laws, the Certificate of Incorporation, and any legends and stop transfer instructions with respect to such old certificate. SECTION 6.5. REGISTERED STOCKHOLDERS. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII CONFLICTS OF INTEREST SECTION 7.1. GENERAL. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his votes are counted for such purpose, if: (l) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders. 18

SECTION 7.2. QUORUM OF DIRECTORS. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction. ARTICLE VIII INDEMNIFICATION OF DIRECTORS AND OFFICERS SECTION 8.1. POWER TO INDEMNIFY IN ACTIONS. SUITS OR PROCEEDINGS OTHER THAN THOSE BY OR IN THE RIGHT OF THE CORPORATION. Any person who was or is a party or is threatened to made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director, officer, incorporator, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprises, shall be indemnified by the corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. SECTION 8.2. POWER TO INDEMNIFY IN ACTIONS SUITS OR PROCEEDINGS BY OR IN THE RIGHT OF THE CORPORATION. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, incorporator, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually 19

and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of Delaware or the Court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of Delaware, or such other court shall deem proper. SECTION 8.3. INDEMNIFICATION AGAINST EXPENSES. To the extent that a director, officer, incorporator, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 8.1 and 8.2 hereof, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. SECTION 8.4. AUTHORIZATION OF INDEMNIFICATION. Any indemnification pursuant to Sections 8.1 and 8.2 of Article VIII (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, incorporator, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 8.1 and 8.2 of Article VIII. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or if such a quorum is not obtainable (or, even if obtainable a quorum of disinterested directors so directs) by independent legal counsel in written opinion, or by the stockholders. SECTION 8.5. EXPENSES PAYABLE IN ADVANCE. Expenses (including attorney's fees) incurred by a director, officer, incorporator, employee or agent in defending a civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article VIII. 20

SECTION 8.6. NON-EXCLUSIVITY OR INDEMNIFICATION AND ADVANCEMENT OF EXPENSES. The indemnification and advancement of expenses provided by this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, incorporator, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. SECTION 8.7. INSURANCE. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, incorporator, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article VIII. SECTION 8.8. DEFINITIONS. For the purpose of this Article VIII, all words and phrases used herein shall have the meanings ascribed to them under Section 145 of the General Corporation Law of the State of Delaware. ARTICLE IX GENERAL PROVISIONS SECTION 9.1. DIVIDENDS. Dividends upon the stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to the DGCL. Dividends may be paid in cash, in property, or in shares of the stock, subject to the provisions of the Certificate of Incorporation. SECTION 9.2. PAYMENT OF DIVIDENDS. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the 21

directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. SECTION 9.3. CHECKS. All checks or demands for money and notes of the corporation shall be signed by such officer or officers, person or persons as the board of directors may from time to time designate. SECTION 9.4. FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SECTION 9.5. SEAL. The corporate seal shall have inscribed thereon the name of the corporation and the words "CORPORATE SEAL DELAWARE". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE X AMENDMENTS SECTION 10. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the Certificate of Incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or board of directors if notice of the such alteration, amendment, repeal or adoption of new by-laws is contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws. 22

Exhibit 10.25 ATTACHMENT I AMENDED AND RESTATED AGREEMENT Recitals This amended and Restated Agreement is effective as of the 1ST day of January 2000, by and between Walter Kidde Portable Equipment, Inc., a Delaware corporation (successor by merger to Nighthawk Systems, Incorporated, a Colorado corporation), whose principal place of business at 1394 South Third Street, Mebane, North Carolina 27302 ("Kidde"), and SigmaTron International, Inc., a Delaware corporation, whose principal place of business is at 2201 Landmeier Road, Elk Grove Village, Illinois 60007 ("SigmaTron"). WHEREAS, Kidde is a designer, manufacturer and seller of proprietary devices that detect indoor levels of carbon monoxide gas; and WHEREAS, SigmaTron is an independent contract manufacturer of electronic components, printed circuit board assemblies and turnkey electronic products; and WHEREAS, Kidde and SigmaTron are parties to an Amended and Restated Agreement effective as of November 15, 1996 (The "1996 Agreement"); and WHEREAS, Kidde and SigmaTron wish to amend and restate the 1996 Agreement in its entirety to provide the following terms and conditions of their business arrangement. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the sufficiency of which is hereby acknowledged, Kidde and SigmaTron agree to amend and restate the 1996 Agreement in its entirety as follows: 1. DEFINITION OF CO DETECTORS; TERM OF AGREEMENT; (a) This Amended and Restated Agreement provides for the manufacture and assembly by SigmaTron of the models of devices that detect indoor levels of carbon monoxide gas set forth on Exhibit A to this Agreement and all comparable or replacement models now and hereafter designed, manufactured or sold by Kidde (all such models and products shall be referred to collectively as "CO DETECTOR" and singly as a "CO DETECTOR"). A comparable or replacement model is defined as a CO detector that utilizes similar sensing technology, assembly equipment and tooling to manufacture as the models listed on EXHIBIT A. Kidde shall amend EXHIBIT A as comparable and replacement models are released and obsolete models discontinued. 1

(b) This Agreement, shall have a term expiring January 1, 2002, or after the production of 3 million finished CO detectors, commencing on the effective date of the contract, whichever comes first; provided that this Agreement shall automatically renew for successive terms of one (1) year each, unless either party provides the other with written notice of its election not to renew, not less than 120 days prior to the expiration of the then current term. (The initial term and any renewal term(s) shall be collectively referred to as the "TERM".) 2. PURCHASE AND DELIVERY OF CO DETECTORS: (a) Kidde Safety shall issue to SigmaTron a firm commitment monthly schedule ("FIRM ORDER PERIOD") no later than TWO week(S) prior to the start of the production month based on the Kidde Master Production Schedule (MPS). In addition to this firm monthly schedule, Kidde will provide SigmaTron with a monthly rolling three-month forecast ("FORECAST") to support SigmaTron's procurement of long lead-time material items. Upon SigmaTron's receipt and approval of MPS, SigmaTron agrees to manufacture and Deliver and Kidde shall be obligated to accept Delivery and pay the Price (as defined in Section 5) for the CO Detectors to be Delivered during the Firm Order Period. In turn SigmaTron agrees to load into their MRP system and pursue commitments on all parts, components and packaging as required to fulfill the Kidde requirements. Schedule adjustments will be submitted and discussed by Kidde and SigmaTron as product demand changes and materials issues arise. IF KIDDE DIRECTS SIGMATRON TO PUSH OUT THE PRODUCTION SCHEDULED DURING THE "FIRM ORDER PERIOD" FOR MORE THAN TWO (2) MONTHS, DUE TO REASONS NOT CAUSED BY SIGMATRON, KIDDE WILL REIMBURSE SIGMATRON AT THE RATE OF 1% PER MONTH OF THE MATERIAL COST OF THE RAW COMPONENTS IN STOCK FOR STOCK QUANTITIES EQUAL TO VOLUME OF THE DELAYED UNITS AND IN EXCESS OF AGREED SAFETY STOCK LEVELS. (b) Delivery shall be deemed to occur upon the delivery by SigmaTron to Kidde's designated common carrier of finished CO Detectors packaged for sale to the ultimate user, F.O.B. SigmaTron's Del Rio, Texas warehouse. ("Delivery"). Kidde will provide shipping instructions to SigmaTron in advance. Except for Deliveries either made to satisfy Kidde's obligations described in the last sentence of Section 2(a) or otherwise directed by Kidde, SigmaTron will ship in full truck quantities only. (c) All Kidde owned machinery and equipment, tooling, test chambers and fixtures to be utilized in SigmaTron's manufacture and assembly of CO Detectors (the "KIDDE EQUIPMENT") shall be delivered to Del Rio, Texas by Kidde at Kidde's expense. Where 2

practicable, Kidde will conspicuously mark each item of Kidde Equipment prior to delivery to SigmaTron with the following statement; "This equipment is owned by Kidde." SigmaTron agrees it shall not remove, modify or cover any such statement. Kidde shall be responsible to insure the Kidde Equipment against property damage in an amount not less than the replacement cost thereof, which insurance shall comply with the terms of the second and third sentences of Section 12 hereof. Said insurance shall cover the Kidde Equipment whether located in the United States or Mexico and whether located at the facilities of SigmaTron or a third party, such as an approved vendor. All non-recurring charges for tooling, testing and agency certification shall be paid for by Kidde. 3. EXCLUSIVITY: (a) Subject to Sections 3(b), 3(c) and 17(k) below, Kidde shall purchase from SigmaTron all of Kidde's requirements for CO Detectors for resale in North America. (b) If at any time during the Term, Kidde's anticipated demand for any month during the Firm Order Period or the Forecast Period is greater than 300,000 CO Detectors, or if Kidde's proposed aggregate purchases for the Firm Order Period and Forecast Period (taken together) is greater than 1,200,000 CO Detectors, Kidde may request that SigmaTron provide assurances that it has the capacity to meet Kidde's requirements. If SigmaTron's assurances to Kidde do not satisfy Kidde in Kidde's reasonable discretion that SigmaTron has the capacity to meet Kidde's requirements, Kidde may obtain a second supplier to provide to Kidde CO Detectors to meet the excess demand only for the period of such excess demand. (c) Kidde's obligation to purchase CO Detectors from SigmaTron shall not apply to indoor carbon monoxide gas detectors manufactured by a third party that is owned or acquired by Kidde or Williams PLC during the Term. (d) SigmaTron will manufacture CO detector exclusively for Kidde. 4. STORAGE AND RISK OF LOSS: SigmaTron shall store all CO Detectors in its Del Rio, Texas warehouse. The risk of loss for CO Detectors shall be the responsibility of SigmaTron until Delivery to Kidde's carrier has been completed. SigmaTron agrees to provide security for the CO Detectors stored in its Del Rio, Texas warehouse consistent with SigmaTron's past practices. 3

5. PRICE; PAYMENT: (a) Kidde agrees to pay Sigmaton for each CO Detector Delivered to Kidde hereunder a purchase price ("PRICE") determined in accordance with a separate agreement (the "Side Agreement") dated January 1, 2000; the terms of which have been agreed upon between the parties. (b) Prices in the Side Agreement are quoted in U.S. dollars F.O.B. SigmaTron's warehouse Del Rio, Texas. (c) Prices are quoted on the basis that any taxes arising under the federal, state or local laws of Mexico relating to SigmaTron's manufacture of CO Detectors in Mexico and any customs duties relating to the transfer of property from Mexico to the United States are the responsibility of SigmaTron and that all other property, sales, use or other taxes assessed on the manufacture, storage or sale of CO Detectors are the responsibility of Kidde; provided, however, that SigmaTron is responsible for taxes assessed on its manufacturing operation in Mexico. The party responsible for any such duties or taxes shall cause to be filed all returns and reports required in connection with such duties or taxes and shall indemnify and hold the other party harmless with respect to such duties or taxes, as the case may be. (d) Payment shall be received by SigmaTron on or before 60 days after the date of SigmaTron's delivery of invoices with detailed cost support documentation to Kidde. SigmaTron shall issue invoices daily as CO Detectors are shipped to Kidde designated location. Kidde will not be required to pay invoices in 60 days if it has not received cost support documentation from SigmaTron within 30 days of invoice. KIDDE AGREES TO PAY A 1% PER MONTH PENALTY ON ALL INVOICES NOT PAID WITHIN 60 DAYS, ASSUMING THAT SIGMATRON HAS MET ALL INVOICE DOCUMENTATION REQUIREMENTS. THE 1% PENALTY SHALL NOT APPLY TO SPECIFIC INVOICE PAYMENT TERMS THAT MAY BE AGREED TO SEPARATELY BY KIDDE AND SIGMATRON. 6. CHANGE NOTICES; OBSOLETE INVENTORY; (a) Kidde may request changes of the models or to specifications for CO Detectors by delivering to SigmaTron a change notice ("Change Notice") describing the changes and the proposed effective date of such changes. Any increase or decrease in the 4

Bill of Material Cost of, or direct labor time required for, implementation of the changes shall be reflected in the Price for the affected CO Detectors set in accordance with the formula set forth in the Side Agreement. Kidde shall issue any Change Notice that may be required as a result of a change in Exhibit A. (b) Implementation of a Change Notice may create obsolete or surplus inventory of CO Detectors, components, materials or supplies, whether in stock (including Safety Stock, as defined in Section 10), subject to orders not cancelable by SigmaTron without penalty, or not otherwise useable by SigmaTron in the ordinary course of business (all such inventory of CO Detectors, components, materials or supplies shall be referred to as "Obsolete Inventory"). Kidde shall purchase from SigmaTron: (i) all Obsolete Inventory to the extent that it would have been used by SigmaTron to fill orders to be Delivered for the current month and during the Firm Order Period beginning as of the first day of the month following the effective date of the Change Notice; (ii) all Obsolete Inventory for orders beyond the Firm Order Period that were purchased by SigmaTron with Kidde's written approval and (iii) all Safety Stock that becomes Obsolete Inventory. (c) Kidde shall purchase Obsolete Inventory from SigmaTron as follows: (i) Kidde shall pay SigmaTron the Price for: (a) all finished CO Detectors scheduled to be Delivered for the current month and during the first two months of the Firm Order Period beginning as of the first day of the month following the effective date of the Change Notice; and (b) all finished CO Detectors held as Safety Stock. (ii) Kidde shall pay SigmaTron 108% of the current Bill of Material Cost for: (a) a maximum of 110% of all finished CO Detectors scheduled to be Delivered during the third month of said Firm Order Period; 5

(b) all raw material CO Detector kits held as Safety Stock; and (c) all Obsolete Inventory for orders beyond the Firm Order Period purchased with Kidde's written approval. (d) SigmaTron shall invoice Kidde for Obsolete Inventory within 15 days after notification to Kidde of its exposure or as soon thereafter as is practicable. 7. APPROVED VENDOR LIST: (a) SigmaTron shall procure all components, materials and supplies necessary for the assembly and manufacture of CO Detectors from such third parties as have been approved in advance by Kidde as described in Kidde's approved vendor list ("AVL"). SigmaTron will not procure any components, materials or supplies for any model of CO Detector prior to receiving Kidde's final bill of material, include AVL, for that model. Kidde may change the AVL in its sole discretion and such changes shall be effective as directed by Kidde. SigmaTron and Kidde agree that any such changes that result in a change of model or specification shall be treated as a Change Notice in accordance with Section 6. (b) SigmaTron shall not substitute any component, material or supply without Kidde's prior written consent, which consent may be withheld in the exercise of Kidde's sole discretion. Should SigmaTron become aware of opportunities for the realization of savings in component costs or direct labor costs, SigmaTron shall inform Kidde in writing. Kidde shall conduct such investigation as it may desire and shall decide, in the exercise of its sole discretion, whether or not to proceeded so as to take advantage of the suggestion. Any cost savings realized because of changes initially suggested to Kidde by SigmaTron shall be shared by Kidde and SigmaTron on a 50/50 basis for the first 12 months after the commencement of the costs savings realization. Thereafter, the benefit of all such cost savings shall be enjoyed by Kidde solely. (c) Kidde may inspect SigmaTron's accounting and purchasing records related to SigmaTron's purchase of components, materials and supplies necessary for the assembly and manufacture of CO Detectors, during SigmaTron's regular business hours, at SigmaTron's Elk Grove Village offices, upon two (2) business days notice to SigmaTron. All such records are SigmaTron's Confidential Information subject to all provisions of Section 11 of this Agreement. 6

8. ACCEPTANCE, TESTING AND REJECTION: (a) The basic acceptance criteria shall be conformance to the drawings, specifications and test criteria specified by Kidde. (b) SigmaTron shall conduct all quality assurance, burn-in and tests required by Kidde for each CO Detector and conform each CO Detector to requirements of Underwriter's Laboratories ("UL") or other approval authority as specified by Kidde. All tests shall be conducted by SigmaTron at its plant that has been dedicated to the final assembly and testing of CO Detectors. SigmaTron further agrees that said plant and its warehouse in Del Rio, Texas should be available for inspection by Kidde and UL as desired. Such inspections shall be conducted only during regular business hours and subject to compliance with SigmaTron's reasonable security requirements. (c) Kidde may reject lots of CO Detectors based on its reasonable quality control methods of testing individual units. In the event of such rejection, SigmaTron shall be responsible for the freight cost for shipping the rejected units back to SigmaTron and for the cost of retesting any lots so rejected. (d) SigmaTron agrees that its Mexican manufacturing operations will at all times maintain its ISO 9002 certification. 9. WARRANTY: (a) The parties acknowledge that Kidde is solely responsible for the design and specifications of CO Detectors. SigmaTron warrants to Kidde that each CO Detector has been subjected to and passed all tests defined in Section 8 (b), and will function in accordance with drawings, specifications and test criteria when delivered. SigmaTron further warrants to Kidde that each CO Detector will be free from defects in workmanship for a period of five years from the date of manufacture. SigmaTron will stamp a manufacture date code on each CO Detector in order to create a reference date for such purpose. SigmaTron does not warrant the functionality of the design or specifications of any CO Detectors and does not warrant any components, materials or supplies against defects unless the defects are readily discoverable upon inspection and Kidde required tests. These warranties shall not apply and SigmaTron is not responsible for defects in any CO Detector that has been subject to improper handling, misuse, accident, negligence, exposure to casualty or the elements, has been 7

operated in excess of conditions specified for the CO Detector or has been altered or repaired in an unauthorized manner. These warranties are not assignable by Kidde. (b) The parties agree that Kidde shall be solely responsible for any warranty service of CO Detectors. To the extent that a CO Detector is returned to Kidde by its customer because it is defective and the defect resulted from a breach by SigmaTron of its warranty as set forth in Section 9 (a) above or SigmaTron's failure to use components, materials or supplies from the AVL, Kidde shall be credited with the full Price paid to SigmaTron for the defective CO Detector plus Kidde's reasonable out-of-pocket costs associated with the return and handling of the defective CO Detector not to exceed $3.00 per returned CO Detector. A CO Detector shall not be considered defective for purposes of this credit unless Kidde has returned it to SigmaTron for inspection and verification. No defective CO Detector so returned to SigmaTron shall be resold to Kidde as a new unit. (c) Unless the claim is primarily attributable to SigmaTron within the meaning of the following sentence, Kidde shall indemnify and hold SigmaTron harmless from any losses, claims (including product liability claims) and costs, including court costs and attorney's fees, which arise from claims of third parties based upon the use, sale, design, specifications, or operation of CO Detectors supplied to Kidde. SigmaTron shall indemnify and hold harmless Kidde from any losses, claims, liabilities and costs, including court cost and attorney's fees, which arise from claims of third parties which are primarily attributable to SigmaTron, namely arising out of a breach by SigmaTron of its warranty as set forth in Section 9(a) above or a failure by SigmaTron to use components, materials or supplies from the AVL. The foregoing indemnities shall be limited to $5,000,000 per claim. In the event a third party proceeds against both SigmaTron and Kidde in an action that may result in indemnification rights under either of the first two sentences of this Section 9(c), each of SigmaTron and Kidde shall defend itself in that action and cooperate in the defense to the fullest extent possible without adversely affecting its interests, and SigmaTron and Kidde agree not to assert cross-claims in the resulting arbitration, mediation or litigation. The preceding sentence shall not be construed as a waiver of the right to assert any claim against the other in a different action. If Kidde and SigmaTron cannot agree as to which indemnification applies, that question shall be resolved by arbitration pursuant to Section 17 (h). (d) NOTWITHSTANDING SECTION 13(f) BELOW, KIDDE'S REMEDIES UNDER SECTION 9(b) FOR SIGMATRON'S 8

BREACH OF WARRANTY ARE EXCLUSIVE OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, AND SIGMATRON HEREBY SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF ANY TYPE, INCLUDING WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE. 10. SAFETY STOCK; (a) In recognition of the potential for unexpected fluctuations in Kidde's customer's demands for CO Detectors, when requested in writing by Kidde to do so, SigmaTron agrees to keep in its Del Rio, Texas, warehouse an inventory equal to 20,000 units of finished CO Detectors and 30,000 complete raw material CO Detector kits (collectively, "SAFETY STOCK"). Prior to Delivery, the Safety Stock shall be owned by SigmaTron. SigmaTron shall bear the risk of loss with respect to Safety Stock prior to Delivery. Kidde may request delivery of Safety Stock as follows: (i) finished CO Detectors may be requested at any time with no lead time constraints. SigmaTron shall Deliver the requested CO Detectors within 48 hours after SigmaTron's receipt of Kidde's request; (ii) finished CO Detectors assembled from the raw material kits shall be Delivered by SigmaTron to Kidde within 5 weeks of Kidde's request. (b) Kidde shall pay SigmaTron the Price for CO Detectors Delivered from Safety Stock. (c) Any depletion in required levels of Safety Stock shall be replenished by SigmaTron as soon as reasonably possible. Deliveries of CO Detectors from Safety Stock are in addition to Deliveries scheduled for any Firm Order Period. 11. CONFIDENTIALITY: (a) During the course of their business relationship described in this Agreement, each party may disclose to the other party confidential and proprietary information, including without limitation financial information, (all of such information being referred to herein as "Confidential Information"), the unauthorized disclosure of which may adversely affect the competitive advantage of the disclosing party. Therefore, each of Kidde and SigmaTron hereby agrees that it shall maintain the Confidential Information of the other party in strictest confidence and use such Confidential Information only to 9

fulfill its obligations to the other party under this Agreement or as otherwise permitted under this Agreement and shall not disclose Confidential Information to any third party without the prior written consent of the owner; provided however, that either party may disclose Confidential Information of the other to lenders, accountants, counsel, and other third parties with a duty of confidentiality to the disclosing party, as long as such disclosing party take reasonable efforts to require such third parties to keep such information confidential. Upon the termination of this Agreement, each party shall return or destroy any Confidential Information received from the other party upon request. (b) Confidential Information does not include matters: (i) which are or become generally known to the public; (ii) independently developed by the recipient (provided that the recipient has not used the Confidential Information of the disclosing party); (iii) independently developed by a third party without breach of a confidentiality obligation to the disclosing party; or (iv) required to be disclosed pursuant to order of court or other governmental authority so long as the party being required to make the disclosure gives prompt notice thereof to the other party prior to such disclosure (if possible). (c) Each party acknowledges that a breach or threatened breach of its obligations hereunder may cause irreparable damage to the other party not adequately compensated by monetary damages. Therefore, each party agrees that the non-breaching party shall have the right to obtain, without the necessity of bond, equitable remedies including without limitation specific performance and injunctive relief, upon application. (d) SigmaTron's Confidential Information may constitute material non-public information which may be important to an investor in making a decision to purchase or sell securities in SigmaTron. Until such time as Confidential Information is made public, Kidde agrees not to utilize such information in purchasing or selling securities of SigmaTron and to use reasonable efforts not to disclose any portion of such information to a third party who might trade on the Confidential Information or disclose it to others. (e) The provisions of this Section 11 shall survive the expiration or termination of the Term of this Agreement for five (5) years. 10

12. INSURANCE: Each party agrees that all times during the Term of this Agreement it shall carry property damage and general liability insurance (including without limitation product liability and business liability) coverage in an amount no less that $5,000,000 per occurrence and $5,000,000 overall. Each party shall name the other party as additional insured under such policy and shall deliver to the other party a Certificate of Insurance as proof of such coverage status within ten days of the effective date of this Agreement and within ten days of the renewal date of such insurance coverage. Each policy will also provide that no change or cancellation will be effective without 30 days written notice to such additional insured. 13. DEFAULT AND REMEDIES; TERMINATION: (a) Either party may declare the other party in default: (i) if the defaulting party defaults in any payment to the non-defaulting party and such failure continues unremedied for a period of twenty (20) days after the date of receipt by the defaulting party of written notice specifying the default in reasonable detail; or (ii) if the defaulting party defaults in its performance of any other term or condition of this Agreement, or of any MPS issued pursuant to this Agreement, and such default continues unremedied for a period of thirty (30) days after the date of receipt by the defaulting party of written notice specifying the default in reasonable detail; or (iii) if the defaulting party files a petition in bankruptcy, has a petition in bankruptcy filed against it and such petition is not dismissed within 90 days, makes an assignment for the benefit of creditors, suffers foreclosure of all or substantially all of its assets or seeks the appointment of a receiver for all or substantially all of its assets. (b) In the event of a default hereunder, the non-defaulting party may, by thirty (30) days prior written notice to the defaulting party, terminate this Agreement and all or any of the privileges, permissions and rights granted to the defaulting party hereunder or in connection herewith in whole or in part. The effective date of termination will be the date therefor stated in any termination notice given hereunder, which date will not be before the expiration of any applicable cure period provided for herein. Any 11

such termination will not affect the liability of either party for any breach arising prior to such termination. (c) Upon the expiration of the Term or in the event of an unremedied event of default by Kidde (and the expiration of any cure periods), SigmaTron ,may exercise any one or more of the following remedies, in addition to any other remedies available to it hereunder: (i) all inventory, components and materials (including the Safety Stock), either in stock, on order and not cancelable by SigmaTron without penalty, or not useable by SigmaTron in the ordinary course of its business, may be treated by SigmaTron as Obsolete Inventory under Section 6; (ii) SigmaTron may terminate its obligations to manufacture and assemble CO Detectors exclusively for Kidde; (iii) SigmaTron may sell to third parties any inventory, components or materials in SigmaTron's possession, including without limitation, finished CO Detectors produced on or before the date SigmaTron declares Kidde in default and Safety Stock (as finished goods or in the form then retained by SigmaTron), free of claim by Kidde and on any terms and conditions (including without limitation price) determined by SigmaTron; or (iv) SigmaTron shall be entitled to hold shipments of CO Detectors required to be Delivered to Kidde until SigmaTron receives full payment therefore. (d) Upon expiration of the Term or in the event of an unremedied event of default by SigmaTron (and the expiration of any cure periods), SigmaTron will complete all work in process and then make available for removal by Kidde all Kidde equipment, all such Kidde Equipment to be in good condition and repair, ordinary wear and tear accepted and free of all liens and encumbrances created by or due to SigmaTron. (e) Except as provided in Section 9 above, the remedies provided for in this Agreement are not exclusive and shall be in addition to any other remedies available to the non-defaulting party, at law or in equity. 12

14. ASSIGNMENTS; CHANGE OF CONTROL (a) Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent may be withheld in the sole discretion of such party. (b) In the event that all or substantially all of Kidde's assets or a change in control of Kidde is to be effected by a merger, consolidation, reorganization, or a sale of capital stock of Kidde, Kidde shall give notice to SigmaTron of such pending event so that SigmaTron may attempt to enter into a requirements contract similar to this Agreement with the third party acquirer, to become effective upon the consummation of the sale. If SigmaTron is not able to execute a mutually acceptable agreement with the third party, the terms of this Agreement shall bind said third party, at SigmaTron's option, for a period of 12 months after consummation of the sale or the remainder of the term, whichever is the first to expire. SigmaTron will exercise its option, if at all, by giving written notice to Kidde not later than 30 days after the occurrence of a meeting among Kidde, SigmaTron and the third party commencing the negotiation of such an agreement. SigmaTron agrees to make its representative available for such meeting upon three days' prior written notice. (c) In the event that all or substantially all of SigmaTron's assets or a change in control of SigmaTron is to be effected by a merger, consolidation, reorganization, or a sale of capital stock of SigmaTron, SigmaTron shall give notice to Kidde of such pending event. Upon occurrence of such pending event, Kidde may at its option terminate this Agreement upon 30 days written notice. 15. PROJECT MANAGERS: Each party shall appoint an individual to act as its project manager for this Agreement. Each project manager shall be primarily responsible for technical and service liaison with the other party for all elements of this business relationship. Initially, Kidde appoints Robert J. Strople as its project manager and SigmaTron appoints Gary R. Fairhead as its project manager. Each party shall have the right to change its project manager at any time by written notice sent to the other party. 16. PROPRIETARY RIGHTS: (a) The parties acknowledge that the design and specifications of CO Detectors, the know-how associated with the components of CO Detectors and all of Kidde customer lists are proprietary to Kidde. Nothing in this Agreement shall be construed as granting to 13

SigmaTron or conferring on SigmaTron any rights by license or otherwise to Kidde patents, trademarks, copyrights or other proprietary rights except as necessary for SigmaTron to perform its obligations under this Agreement or exercise its right to sell finished CO Detectors under Section 13(c) of this Agreement. (b) (i) Kidde shall, at its own expense, defend, indemnify and hold SigmaTron harmless from any loss, liability or expense (including court costs and attorney's fees) resulting from any actual or alleged infringement or other violation of any patent, trademark, copyright or other proprietary right of any third party to the extent that such infringement is based on SigmaTron's production for Kidde of CO Detectors in accordance with specifications provided by Kidde to SigmaTron under this Agreement. (ii) If Kidde is not able to procure from the person or persons claiming infringement the right for SigmaTron to continue production of the affected CO Detectors on such terms as are mutually acceptable by the parties, Kidde shall purchase from SigmaTron each of the following that results from the inability of SigmaTron to use the infringing goods (all such inventory of CO Detectors, components, materials or supplies, whether in stock (including Safety Stock), subject to orders not cancelable by SigmaTron without penalty, or not otherwise useable by SigmaTron in the ordinary course of its business is herein called "Infringing Obsolete Inventory"): (a) all Infringing Obsolete Inventory to the extent that it would have been used by SigmaTron to fill orders to be Delivered for the current month and during the Firm Order Period beginning as of the first day of the month following the date on which SigmaTron was required to cease production of the infringing product; (b) all Infringing Obsolete Inventory for orders beyond the Firm Order Period that were purchased by SigmaTron with Kidde's written approval; and (c) all Safety Stock that becomes Infringing Obsolete Inventory. (iii) Kidde shall purchase Infringing Obsolete Inventory from SigmaTron as follows: 14

(a) Kidde shall pay SigmaTron the Price for: 1. all finished CO Detectors scheduled to be Delivered for the current month and during the first two months of the Firm Order Period beginning as of the first day of the month following the date on which SigmaTron was required to cease production of the infringing product; and 2. all finished CO Detectors held as Safety Stock. (b) Kidde shall pay SigmaTron 108% of the current Bill of Materials Cost for: 1. 110% of all finished CO Detectors scheduled to be Delivered during the third month of said Firm Order Period; 2. all raw material CO Detector kits held as Safety Stock; and 3. all Infringing Obsolete Inventory for orders beyond the Firm Order Period purchased with Kidde's written approval. (iv) SigmaTron shall invoice Kidde for Infringing Obsolete Inventory within 15 days after notification to Kidde of its exposure or as soon thereafter as practicable. (c) Kidde represents to SigmaTron that Kidde has received no notice of any claim and is aware of no threatened claim that any CO Detector infringes or violates any patent, trademark, copyright or other proprietary right of any third party. Kidde agrees that they shall immediately notify SigmaTron when Kidde has knowledge that such claim or threatened claim has been asserted with respect to any CO Detector manufactured by SigmaTron. 17. MISCELLANEOUS: (a) Effect of Headings: The headings contained in this Agreement are to facilitate reference only, do not form a part of this Agreement and shall not in any way affect the construction of interpretation hereof. (b) Non-waiver: The failure of either party to enforce or exercise any provision, right or option under this Agreement shall not prejudice 15

any other right which that party may otherwise have under this Agreement, at law or in equity. (c) Notices: Any notice, request, instruction, invoice or other document required or permitted to be given hereunder shall be in writing and addressed as follows (or to such different address as has been set forth in a notice to the other party): SigmaTron International, Inc. 2201 Landmeier Road Elk Grove Village, IL 60007 Facsimile: 847/956-8082 Attn: Gary R. Fairhead, President With a copy to: Henry J. Underwood, Jr. Defrees & Fiske 200 South Michigan Avenue Suite 1100 Chicago, IL 60604 Facsimile: 312/939-5617 Robert J. Strople Vice President of Global Operations Walter Kidde Portable Equipment, Inc. 1394 South Third Street Mebane, NC 27302 Facsimile: 919/563-4582 With a copy to: Mark Adcock Moore & Van Allen, PLLC Bank of America Corporate Center 100 North Tryon Street, Floor 47 Charlotte, NC 28202 Facsimile: 704/331-1159 Notices so given shall be deemed delivered one business day after machine confirmation of facsimile transmission if sent via facsimile, or on the next business day if sent via recognized overnight courier, all fees prepaid. 16

(d) Release of Publicity: Neither party shall, without first securing the written consent of the other party hereto, advertise or release any publicity regarding the existence of this Agreement or its contents. As a public company, SigmaTron is required to give notice to the public of all of its material agreements and any changes thereto. Kidde acknowledges that this Agreement is material to SigmaTron and consents to the issuance of a press release announcing the execution of this Agreement. In addition, if SigmaTron is required by applicable regulatory requirements to announce publicly other aspects of its business relationship with Kidde or this Agreement, Kidde shall respond reasonably and promptly to SigmaTron's requests for approval of the content of announcements. (e) Applicable Law: This Agreement and all matters connected with the performance hereof shall be construed, interpreted, applied, and governed in all respects according to the laws of the State of North Carolina notwithstanding any conflicts of law rules that may provide otherwise. (f) Modification of Agreement: This Agreement, the Guaranty and the Side Agreement set forth the entire understanding and agreement between the parties on the subject matter hereof and merges and supersedes all previous communications, negotiations, warranties, representations, purchase orders and agreements, either oral or written, with respect to the subject matter hereof, including without limitation the 1996 Agreement, and no addition to or modification of this Agreement shall be binding on either party hereto unless reduced to writing and duly executed by the party to be charged. (g) Severability: If any term or provision of this Agreement is found to be illegal or unenforceable then, notwithstanding such partial invalidity, the remaining portions of this Agreement shall remain in full force and effect. (h) Arbitration: (i) Except as provided in subsection (ii), any dispute, controversy, difference or claim arising out of, relating to or in connection with this Agreement, shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect by three arbitrators appointed in accordance with such rules. Each of the arbiters shall be a member of the Bar of the State of North Carolina, actively engaged in the practice of law, or retired judge from the Superior Court, Court of Appeals or Supreme Count of North 17

Carolina. The arbiters shall have power to grant equitable remedies in addition to imposing monetary damages. The arbiters' award shall be final and binding. Judgment upon the award rendered by the arbiters may be entered in any court having jurisdiction thereof. The arbitration shall take place in Charlotte, North Carolina or such other place as the parties may agree. The arbitration shall include (x) a provision that the prevailing party in such arbitration shall recover its costs of the arbitration and reasonable attorney's fees from the other part, and (y) the amount of such costs and fees. (ii) Notwithstanding subsection, (i) either party, if it believes that it is entitled to injunctive relief file a civil action in any court having jurisdiction seeking injunctive relief. Any claim or demand for monetary damages shall, however, be governed exclusively by the provisions for arbitration set forth in subsection (i). (i) Independent Contractors: Each of Kidde and SigmaTron will perform its work under this Agreement as an independent contractor and not as an agent or employee of the other. Subject to the terms and conditions of this Agreement, each party shall at its sole discretion, choose the means to be employed and the manner of carrying out its obligations hereunder. (j) Use of Standard Forms: Either party may use its standard purchase order or invoice forms during their course of their business relationship. However, the preprinted terms and conditions of such form shall not be binding upon the parties, their intention being that the terms and conditions of their business relationship shall be governed by this Agreement. (k) Force Majeure: Neither party hereto will be liable for any failure to perform any obligation under this Agreement, or for delay in such performance, to the extent such failure to perform or delay is caused by circumstances beyond its reasonable control, including without limitation fire, storm, flood, earthquake, explosion, accident, war, rebellion, insurrection, sabotage, restrictions, labor disputes or shortages, transportation embargoes, delays in transportation, shortages of materials due to circumstances beyond reasonable control, shortages of fuels or power, acts of God, acts of any government or any agency thereof, and judicial action. Any suspension of performance by reason of this Section 17(k) will be limited to the period during which the cause of suspension exists and will apply only to the extent that the party whose performance is affected by such event uses reasonable efforts to minimize the 18

effect of any failure to perform or to minimize the period of any delay. In the event of any such event excusing or delaying the performance of SigmaTron, Kidde shall be permitted to purchase CO Detectors from other sources of supply until thirty (30) days after Kidde's receipt of written notice from SigmaTron that the force majeure event no longer exists. (l) Non-Compete: (i) In consideration of Kidde's covenants hereunder and so long as Kidde is not in default hereunder, including without limitation, in default of Kidde's obligation to pay, SigmaTron agrees (and agrees to cause any affiliate of SigmaTron) as follows: A. during the Term, to manufacture any device that detects indoor levels of carbon monoxide gas exclusively for Kidde; B. during the Term and for one year after either expiration of this Agreement by its own terms or early termination of this Agreement by Kidde in accordance with the provisions of Section 13(e) hereof, not to produce, manufacture, assemble or sell its own brand of carbon monoxide detector ("SigmaTron Detector"); C. during the Term and for two years after the termination of this Agreement by Kidde as a direct result of an unremedied event of default by SigmaTron hereunder, not to produce, manufacture, assemble or sell a SigmaTron Detector; D. during the Term and for three months after either the expiration of this Agreement by its own terms or early termination of this Agreement by Kidde in accordance with the provisions of Section 13(e) hereof, not to provide services as a contract manufacturer to any other person or entity for the production, manufacture, assembly or sale of any product that has as its primary purpose the detection of carbon monoxide levels ("Contract Manufacturing Services"); and E. during the Term and for one year after the termination of this Agreement by Kidde as 19

a direct result of an unremedied event of default by SigmaTron hereunder, not to provide Contract Manufacturing Services. Notwithstanding the foregoing, SigmaTron shall be immediately released from its obligations under this subsection (i) if SigmaTron terminates this Agreement as a direct result of an unremedied event of default by Kidde. (ii) Each of SigmaTron and Kidde agrees, for itself and its affiliates, that it will not solicit any employees of the other party or its affiliates for employment for a period of two years following any expiration or termination of this Agreement. (iii) Each party agrees that the foregoing restrictions shall apply to any activity in any part of the world. Each party acknowledges that the manufacture and distribution of carbon monoxide detectors is a worldwide market and further acknowledges that the geographic scope, functional scope and duration of each of the foregoing restrictions are reasonable. In light of the fact that damages for a breach of any such restrictions might be difficult to ascertain, each party agrees that the non-breaching party shall be entitled to injunctive relief in the event of an unremedied breach by the other party of any of the foregoing restriction, in addition to whatever remedies at law may be available to the non-breaching party in connection with such breach. (m) Consequential Damages: Neither party shall be liable to the other or any third party for loss of profits, or indirect, special, incidental, or consequential damages. (n) Right of Set-Off: Each party is entitled to set off against amounts it may owe to the other party amounts owed to it by the other party in connection with this Agreement or any other agreement between them. 20

IN WITNESS WHEREOF, the parties have caused this Amended and Restated Agreement to be executed by their respective duly authorized officers effective as of the date first above written.
Walter Kidde Portable Equipment, Inc. By: /s/ Robert J. Strople -------------------------------SigmaTron International, Inc. By: /s/ Gary R. Fairhead ---------------------------------

Name: Robert J. Strople Title: Vice President of Global Operations

Name: Gary R. Fairhead Title: President and Chief Executive Officer

21

11/98 EQUIPMENT SCHEDULE (Quasi Lease - Fixed Rate) SCHEDULE NO. 4 DATED THIS APRIL 20, 2000 TO MASTER LEASE AGREEMENT DATED AS OF MARCH 27, 1997 LESSOR & MAILING ADDRESS: GENERAL ELECTRIC CAPITAL CORPORATION 2400 E. KATELLA AVENUE SUITE 800 ANAHEIM, CA 92806

EXHIBIT 10.26

LESSEE & MAILING ADDRESS: SIGMATRON INTERNATIONAL, INC. 2201 LANDMEIER RD. ELK GROVE VILLAGE, IL 60007

This Schedule is executed pursuant to, and incorporates by reference the terms and conditions of, and capitalized terms not defined herein shall have the meanings assigned to them in, the Master Lease Agreement identified above ("AGREEMENT", said Agreement and this Schedule being collectively referred to as "LEASE"). This Schedule, incorporating by reference the Agreement, constitutes a separate instrument of lease. A. EQUIPMENT: Subject to the terms and conditions of the Lease, Lessor agrees to lease to Lessee the Equipment described below (the "EQUIPMENT").
NUMBER OF UNITS -------1 1 1 1 1 1 $ 16,767.00 CAPITALIZED LESSOR'S COST ------------$120,750.00 MANUFACTURER -----------Universal Instruments Corp. Universal Instruments Corp. Universal Instruments Corp. Universal Instruments Corp. Universal Instruments Corp. Universal Instruments Corp. SERIAL NUMBERS -------------PART #: 47557002 PART #: 30816103 PART #: 47673901 PART #: 30816103 PART #: 47589306 PART #: 47773701 YEAR/MODEL AND -------------VCD Sequencer Rotary Disc; White Non Pass Expanded Range Insertion Head Basic Machine Std/5mm/5.5mm; 1-40 Station A .200P Refire D Basic S.H. Adj Jumper Wire Sy

1 40 1 1

$ 10,350.00 $ 14,076.00 $ $ 1,656.00 4,830.00

Universal Instruments Corp. Universal Instruments Corp. Universal Instruments Corp. Universal Instruments Corp.

PART #: 47691402 PART #: 47828101 PART #: C2960500 PART #: 48031101

Equipment immediately listed above is located at: Standard Components de Mexico, Acuna, Mexico B. FINANCIAL TERMS
1. 2. 3. 4. 5. Advance Rent (if any): $ 5,504.17. Capitalized Lessor's Cost: $ 168,429.00. Basic Term (No. of Months): 36 Months. Basic Term Lease Rate Factor: 3.267945%. Basic Term Commencement Date: May 9, 2000 6. 7. 8. 9. 10. Lessee Federal Tax ID No.: 363918470. Last Delivery Date: May 31, 2000. Daily Lease Rate Factor: .10856%. Interest Rate: 10.64% per annum. Option Payment: $ 1.00.

11. First Termination Date: Thirty-six (36) months after the Basic Term Commencement Date. 12. Interim Rent: For the period from and including the Lease Commencement Date to the Basic Term Commencement Date ("INTERIM PERIOD"), Lessee shall pay as rent ("INTERIM RENT") for each unit of Equipment, the product of the Daily Lease Rate Factor times the Capitalized Lessor's Cost of such unit times the number of days in the Interim Period. Interim Rent shall be due on N/A.

13. Basic Term Rent. Commencing on MAY 9, 2000 and on the same day of each month thereafter (each, a "RENT PAYMENT DATE") during the Basic Term, Lessee shall pay as rent ("BASIC TERM RENT") the product of the Basic Term Lease Rate Factor times the Capitalized Lessor's Cost of all Equipment on this Schedule. 14. Lessee agrees and acknowledges that the Capitalized Lessor's Cost of the Equipment as stated on the Schedule is equal to the fair market value of the Equipment on the date hereof. 15. Adjustment to Capitalized Lessor's Cost. Lessee hereby irrevocably authorizes Lessor to adjust the Capitalized Lessor's Cost up or down by no more than ten percent (10%) to account for equipment change orders, equipment returns, invoicing errors and similar matters. Lessee acknowledges and agrees that the Rent shall be adjusted as a result of such change in the Capitalized Lessor's Cost. Lessor shall send Lessee a written notice stating the final Capitalized Lessor's Cost, if different from that disclosed on this Schedule.

C. INTEREST RATE: Interest shall accrue from the Lease Commencement Date through and including the date of termination of the Lease. D. PROPERTY TAX APPLICABLE TO EQUIPMENT LOCATED IN ACUNA, MEXICO: Lessee agrees that it will (a) list all such Equipment, (b) report all property taxes assessed against such Equipment and (c) pay all such taxes when due directly to the appropriate taxing authority until Lessor shall otherwise direct in writing. Upon request of Lessor, Lessee shall promptly provide proof of filing and proof of payment to Lessor. Lessor may notify Lessee (and Lessee agrees to follow such notification) regarding any changes in property tax reporting and payment responsibilities. E. STIPULATED LOSS AND TERMINATION VALUE TABLE*
stipulated loss value % of cost 104.541 102.077 99.591 97.084 94.554 92.002 89.428 86.831 84.212 81.569 78.904 76.214 73.502 70.765 68.004 65.219 62.410 59.575 56.716 53.832 50.922 47.987 45.026 42.038 39.024 35.984 32.917 29.823 26.701 23.552 20.376 17.171 13.937 10.676 7.385 4.065

payment number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36

termination value % of cost 100.638 98.255 95.851 93.424 90.976 88.505 86.012 83.496 80.958 78.396 75.812 73.204 70.572 67.916 65.237 62.533 59.804 57.051 54.273 51.470 48.641 45.787 42.907 40.000 37.068 34.108 31.122 28.109 25.069 22.001 18.905 15.781 12.629 9.449 6.239 3.001

*The Stipulated Loss Value or Termination Value for any unit of Equipment shall be the Capitalized Lessor's Cost of such unit multiplied by the appropriate percentage derived from the above table. In the event that the Lease is for any reason extended, then the last percentage figure shown above shall control throughout any such extended term. F. MODIFICATIONS AND ADDITIONS FOR THIS SCHEDULE ONLY For purposes of this Schedule only, the Agreement is amended as follows:

1. LEASE TERM OPTIONS Lessee hereby irrevocably agrees to purchase the Equipment upon the expiration of the Basic Term. Lessee shall pay the Lessor the purchase price of One dollars ($1.00) in cash for the Equipment, on or before May 8, 2003. THE EQUIPMENT SHALL BE SOLD TO LESSEE AND POSSESSION MADE AVAILABLE TO LESSEE "AS-IS" AND "WHERE-IS"; LESSOR WILL NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY AS TO FITNESS FOR ANY PARTICULAR OR OTHER PURPOSE, MERCHANTABILITY, OR PATENT INFRINGEMENT, EXCEPT THAT LESSOR SHALL HAVE THE RIGHT TO SELL THE EQUIPMENT AND SHALL TRANSFER TO LESSEE GOOD TITLE FREE AND CLEAR OF ANY SUPERIOR LIEN OR ENCUMBRANCE CREATED BY LESSOR. LESSEE IS LIABLE FOR ANY TAXES PAYABLE AS A RESULT OF THIS SALE. 3. Lessor, Lessee and GE Capital Bank, S.A. Institucion de Banca Multiple, Grupo Financiero GE Capital ("Trustee") are parties to the Administration Trust Agreement, dated November 23, 1998, to secure Lessee's obligations to Lessor under this Agreement. Lessee further agrees that it will not raise the absence of formal determination of default by a court or other tribunal as a defense to any action by the Trustee following a default by Lessee under the Lease. Lessor and Lessee further agree that the term of the Lease shall govern the resolution of any dispute between Lessor and Lessee relating to the Equipment.

H. PAYMENT AUTHORIZATION You are hereby irrevocably authorized and directed to deliver and apply the proceeds due under this Schedule as follows:
COMPANY NAME -----------SigmaTron International, Inc. 2201 Landmeier Road Elk Grove Village, IL 60007 ADDRESS ------AMOUNT -----$ 168,429.00

This authorization and direction is given pursuant to the same authority authorizing the above-mentioned financing. Except as expressly modified hereby, all terms and provisions of the Agreement shall remain in full force and effect. This Schedule is not binding or effective with respect to the Agreement or Equipment until executed on behalf of Lessor and Lessee by authorized representatives of Lessor and Lessee, respectively. IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be executed by their duly authorized representatives as of the date first above written.
LESSOR: GENERAL ELECTRIC CAPITAL CORPORATION LESSEE: SIGMATRON INTERNATIONAL, INC.

By: ---------------------------------Name: -------------------------------Title: -------------------------------

By: ----------------------------------Name: --------------------------------Title: --------------------------------

ADDENDUM TO EQUIPMENT SCHEDULE NO. 4 ("SCHEDULE") TO MASTER LEASE AGREEMENT DATED MARCH 27, 1997 ("LEASE") BETWEEN GENERAL ELECTRIC CAPITAL CORPORATION AND SIGMATRON INTERNATIONAL, INC. ("LESSEE") WHEREAS, Lessor and Lessee have entered into the Lease pursuant to which Lessee is leasing from Lessor the equipment described in the Schedule (the "Equipment"); and WHEREAS, Lessee wishes to cause the Equipment to be located during part or all of the Term at its Maquiladora subsidiary in Mexico, with Lessor's consent as required by Section V(c) of said Master Lease Agreement. NOW, THEREFORE, in consideration of Lessor consenting to the location of the Equipment in Mexico for use by Lessee's Maquiladora subsidiary (the Maquiladora") and the premises and mutual covenants contained herein, the parties hereto agree as follows: 1. Lessee represents that at lease commencement the Equipment is located at the Maquiladora in the following location in Mexico: Standard Components de Mexico, S.A., Acuna, Mexico. 2. Lessee shall provide Lessor evidence of insurance valid in Mexico covering the Equipment in accordance with the terms of the Lease while the Equipment is in Mexico. 3. Lessee shall be responsible for obtaining and maintaining all permits, licenses and approvals required by either the United States or the Mexican governments for the export and import of the Equipment; and shall directly pay all applicable taxes, duties, imposts and fees of any kind accessed or levied against or in connection with the Equipment or the use, operation, possession, ownership, lease, or location thereof by the Mexican government, any State of Mexico, or any political subdivision thereof ("Taxes") and Lessee shall indemnify and hold Lessor harmless from any fees, penalties, assessments and fines resulting from the failure to pay, obtain or maintain any thereof. Upon Lessor's written request, Lessee shall promptly provide to Lessor documentary evidence of all such permits, licenses and approvals and of the payment of all such Taxes. 4. Lessee shall comply with the laws, rules and regulations of Mexico applicable to the use of the Equipment and shall indemnify and hold Lessor harmless from any fees, penalties, assessments and fines resulting from the failure to so comply. 5. If applicable, Lessee shall name Lessor in item 15 of the Application for Export License as owner of the Equipment and furnish to Lessor a copy of the validated license or Lessee shall provide Lessor with evidence that the Equipment is eligible for a general license under the Export Administration Regulations contained in Chapter III of Title 16 of the Code of Federal Regulations as they may be amended or supplemented from time to time. 6. Lessee, Lessor and the Maquiladora shall execute and file a Commodatum Agreement covering the Equipment in a form acceptable to Lessor. All legal fees and filing expenses and cost associated with the drafting and filing of the Commodatum shall be paid by Lessee. Lessee and Lessor expressly agree, however, that the execution, delivery and filing of the Commodatum Agreement is intended solely to establish a bailment of the Equipment with the Maquiladora as required by the laws of Mexico and not to change the terms and conditions of the Lease. Lessee and Lessor further agree that all rights and obligation of either of them with respect to the Equipment are governed by and shall be interpreted in accordance with their intent as expressed in the Lease, notwithstanding any contrary term in the Commodatum Agreement. In no event shall either Lessee or Lessor avail itself of a right in any manner inconsistent with the terms of the Lease. 7. Lessee shall provide to Lessor true copies of the following: i. Each agreement that it has entered into with its Mexico subsidiary which sets forth the relationship and obligations between the two companies, or under which assets to be used by the subsidiary are owned by the

Lessee and loaned to the subsidiary, or both; ii. Documentary evidence that Lessee has paid any applicable import duty or posted a bond in lieu of duty payment; and iii. Any document that Lessee has submitted to the Mexican government which sets forth all the pertinent data relating to the proposed operation of Lessee's Mexican subsidiary for two years and that such document has received all necessary approvals. 8. Upon default as defined in the Lease or, unless Lessee exercises its option in Section XX of said Master Lease Agreement, upon expiration of the Initial Term or any renewals thereof, Lessee shall return the Equipment to Lessor within ten days in accordance with the terms of the Lease. Upon its return to Lessor, the Equipment shall be configured so that it can physically and legally be used in the United States without modification, repair or improvement either to make it compatible with the electric power supply generally available in the United

States or to bring it in compliance with the safety, health and environmental laws and regulations of the United States and the several States, and with all current engineering changes installed. Upon its return to Lessor, the Equipment shall be recertifiable by the manufacturer for continuous United States maintenance at no additional expense to Lessor. The determination of "Fair Market Value" and "Fair Rental Value," as the terms are used in the Lease and Schedule, shall be based on the assumption that the Equipment is configured in accordance with this paragraph. 9. Lessee covenants that if Lessee fails to return the Equipment as provided in Paragraph 8 of this Addendum, it shall not assert Lessor's failure to mitigate its damages as a defense to any claim, suit or action for damages or deficiency that may be filed by Lessor, its successors or assigns. 10. Lessee shall assume all risks relating to the location of the Equipment in Mexico including but not limited to the effects of all economic and political changes such as the abolishment of the Maquiladora program or policy changes by either the Mexican or United States governments regarding importing and exporting. The foregoing examples are given by way of illustration only and shall not be construed as exhaustive. Lessee shall not be excused from its obligation to pay Rent or any other obligation under the Lease for any reason including but not limited to any such economic or political changes. 11. The warranties, representations and covenants contained in this Addendum shall constitute material terms of the Lease for purposes of determining whether a default has occurred under the terms of the Lease. Lessor and Lessee hereby agree that, except as modified herein, all of the terms and conditions of the Lease and Schedule shall remain in full force and effect.
LESSOR: General Electric Capital Corporation LESSEE: SigmaTron International, Inc.

By: --------------------------------

By: ----------------------------------

------------------------------------

--------------------------------------

Typed or printed name and title

Typed or printed name and title

EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-80147) pertaining to the 1993 Stock Option Plan, 1994 Directors' Stock Option Plan and Directors' Warrants of SigmaTron International, Inc. of our report dated June 29, 2000 with respect to the consolidated financial statements and schedule of SigmaTron International, Inc. included in the Annual Report (Form 10-K) for the year ended April 30, 2000.
/s/ ERNST & YOUNG LLP

Chicago, Illinois

July 24, 2000

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AS OF APRIL 30, 2000 AND THE CONSOLIDATED EARNINGS FOR THE YEAR ENDED APRIL 30, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

YEAR APR 30 2000 MAY 01 1999 APR 30 2000 2,500 0 11,541,940 932,459 17,775,199 30,016,173 21,243,820 7,916,390 49,340,892 11,526,345 0 0 0 28,812 0 49,340,892 88,884,591 88,884,591 80,688,002 0 5,310,526 0 1,525,794 0 506,122 0 0 87,500 0 766,647 0.27 0.27


				
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