EXHIBIT 10.65
SMTC CORPORATION BOARD COMPENSATION
On September 29, 2004, the Board of Directors (“Board”) of SMTC Corporation revised the fees payable to non-executive directors serving on the Board, effective as of January 1, 2005, as follows:
| $US | |||
| Annual Board retainer |
$ | 40,000 | |
| Minimum portion of retainer in form of stock or deferred share units (“DSU’s”) until threshold* attained |
$ | 25,000 | |
| Annual Audit Committee Member retainer |
$ | 4,000 | |
| Annual other Committee Member retainer |
$ | 2,000 | |
| Non-Executive Chairman of the Board additional compensation (no meeting fees) |
$ | 35,000 | |
| Chairman of the Audit Committee – additional annual retainer |
$ | 6,000 | |
| Chairman of all other committees – additional annual retainer |
$ | 3,000 | |
| Board meeting fee — per meeting |
$ | 1,200 | |
| Committee meeting fee — per meeting |
$ | 1,200 | |
| Telephone meetings-Board — per meeting |
$ | 600 | |
| Telephone meetings-Committee — per meeting |
$ | 600 | |
| * Threshold of mandatory stock ownership after four years (in shares or DSU’s) |
$ | 100,000 | |