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Exhibit 24.1
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints each of Allen J. Berning and
William J. Kullback, with full power to each act without the other, his true and
lawful attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8, and any and all
amendments (including post-effective amendments) thereto, relating to the
offering of 5,540,864 shares of Common Stock of Pemstar Inc. pursuant to the
Pemstar Inc. 1994 Stock Option Plan, 1995 Stock Option Plan, 1997 Stock Option
Plan, 1999 Amended and Restated Stock Option Plan, 2000 Stock Option Plan and
2000 Employee Stock Purchase Plan, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto each such attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that each such attorney-in-fact and agent, or his substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on this 15th day
of August, 2000, by the following persons:
Signature Title
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/s/ Allen J. Berning Chairman, Chief Executive Officer and
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Allen J. Berning Director (principal executive officer)
/s/ William J. Kullback Chief Financial Officer
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William J. Kullback (principal financial officer and
principal accounting officer)
/s/ Gary L. Linbeck Director
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Gary L. Lingbeck
/s/ Karl D. Shurson Director
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Karl D. Shurson
/s/ Thomas A. Burton Director
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Thomas A. Burton
/s/ Steve V. Petracca Director
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Steve V. Petracca
/s/ Robert R. Murphy Director
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Robert R. Murphy
/s/ David L. Sippel Director
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David L. Sippel
