{"id":40334,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/restricted-share-unit-award-agreement-flextronics-international.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"restricted-share-unit-award-agreement-flextronics-international","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/restricted-share-unit-award-agreement-flextronics-international.html","title":{"rendered":"Restricted Share Unit Award Agreement – Flextronics International Ltd."},"content":{"rendered":"

FLEXTRONICS INTERNATIONAL LTD.<\/strong><\/p>\n

2010 EQUITY INCENTIVE PLAN<\/strong><\/p>\n

RESTRICTED SHARE UNIT AWARD AGREEMENT<\/strong><\/p>\n

This Restricted Share Unit Award Agreement (the
\n“Agreement<\/em><\/strong>“) is made and entered into as of [ \u00abGrant
\nDate \u00bb], (the “Effective Date<\/em><\/strong>“) by and between
\nFlextronics International Ltd., a Singapore corporation (the
\n“Company<\/em><\/strong>“), and the participant named below (the
\n“Participant<\/em><\/strong>“). Capitalized terms not defined herein
\nshall have the meaning ascribed to them in the Flextronics International Ltd.
\n2010 Equity Incentive Plan (the “Plan<\/em><\/strong>“). The
\nParticipant understands and agrees that this Restricted Share Unit Award (the
\n“RSU Award<\/em><\/strong>“) is granted subject to and in accordance
\nwith the express terms and conditions of the Plan and this Agreement including
\nany country-specific terms set forth in Exhibit A to this Agreement. The
\nParticipant further agrees to be bound by the terms and conditions of the Plan
\nand the terms and conditions of this Agreement. The Participant acknowledges
\nreceipt of a copy of Plan and the official prospectus for the Plan. A copy of
\nthe Plan and the official prospectus for the Plan are available in the UBS
\nOneSource Library<\/u> and at the offices of the Company and the Participant
\nhereby agrees that the Plan and the official prospectus for the Plan are deemed
\ndelivered to the Participant.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

PRIMARY INFORMATION<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Participant:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

\u00abFirst \u00bb \u00abLast \u00bb,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Target Shares:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

\u00abTarget Shares \u00bb<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Maximum Shares:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

\u00abMax Shares \u00bb (at 150% of Target)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Date of Grant:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

\u00abGrant Date \u00bb<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Performance Criteria:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Vesting is based on the relative Total Shareholder Return (TSR) versus the
\nS&P 500 Index.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Payout Table:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Payouts can range from 0 : 150% of the Target Shares based on the achievement
\nlevels set forth in the chart below:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n
\n

Flextronics TSR as a percentage of the S&P
\n500 Index Average TSR<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Awards Earned as a
\n% of the Target<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Maximum<\/p>\n<\/td>\n

<\/td>\n\n

Above 150% of S&P<\/p>\n<\/td>\n

<\/td>\n\n

150<\/strong><\/p>\n<\/td>\n

\n

%<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Above 125% of S&P<\/p>\n<\/td>\n

<\/td>\n\n

125<\/strong><\/p>\n<\/td>\n

\n

%<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Target Shares<\/p>\n<\/td>\n

<\/td>\n\n

Above 100% of S&P<\/p>\n<\/td>\n

<\/td>\n\n

100<\/strong><\/p>\n<\/td>\n

\n

%<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Above 75% of S&P<\/p>\n<\/td>\n

<\/td>\n\n

75<\/strong><\/p>\n<\/td>\n

\n

%<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Threshold<\/p>\n<\/td>\n

<\/td>\n\n

Above 50% of S&P<\/p>\n<\/td>\n

<\/td>\n\n

50<\/strong><\/p>\n<\/td>\n

\n

%<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Below 50% of S&P<\/p>\n<\/td>\n

<\/td>\n\n

0<\/strong><\/p>\n<\/td>\n

\n

%<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

Performance Period:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Vesting is contingent on achieving the Performance Criteria, respectively, at
\nthe 3rd and 4th year anniversaries of June 15, 2011, as set forth more
\nspecifically in the definition of “Measurement Period”, below. 50% of the
\nMaximum Shares are available for vesting based on achievement of the Performance
\nCriteria on the 3rd anniversary, and 50% of the Maximum Shares are available for
\nvesting based on achievement of the Performance Criteria on the 4th anniversary.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

<\/p>\n

DEFINITIONS AND ADDITIONAL INFORMATION<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

S&P 500 Index:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

The S&P 500 is a capitalization-weighted index operated by Standard and
\nPoor153s and used as a “Leading Indicator” of United States economy. The Index
\ntrades with the ticker symbol of $SPX or ^GSPC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Total Shareholder Return:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Total Shareholder Return (TSR) is used to represent the cumulative return of
\nan investment and includes both the change in the stock price as well as
\nDividend Value from a specified start and ending period. The formula for the
\ncalculation is as follows:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

TSR = (Price <\/strong>End <\/strong>– Price
\n<\/strong>Begin <\/strong>+ Dividend Value) \/ Price
\n<\/strong>Begin<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Payout Calculation:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

The Payout Calculation is determined by comparing the Flextronics Total
\nShareholder Return as a percentage of the S&P 500 Index. The formula is as
\nfollows:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Payout % = ((FLEX <\/strong>TSR% <\/strong>– S&P
\n<\/strong>TSR%<\/strong>) \/ abs(S&P
\n<\/strong>TSR%<\/strong>)) + 100%<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Payout Interpolation:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

If the minimum payout is not reached, then the shares will be forfeited. If
\nperformance payouts are reached, shares will be rewarded on an interpolated
\nbasis between 50% and 150% of the target shares per the Payout Table above.
\nFractional percentage points will be rounded to nearest % point and fractional
\nshares awarded will be rounded down the nearest whole share.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

20-Day Trading Average<\/strong><\/p>\n

for Measuring Performance:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

To avoid the effects of short-term price fluctuations, a 20-Day Trading
\nAverage will be used for measuring the Performance Criteria, and will be
\ncalculated using a basic average of Flextronics153s and the S&P 500153s Closing
\nPrices on the previous 20 trading days prior to June 15, 2011 and Measurement
\nEnding Dates.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

20-Day Trading Average = (Sum of Prior 20 day Closing Prices) \/
\n20<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Measurement Period:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

The Measurement Period used to calculate the TSR will start on June 15, 2011
\nand end June 16, 2014 and June 15, 2015.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Vesting \/ Release Date:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

If the Performance Criteria is met, shares will vest or be released on the
\nnext business day following the 3rd and 4th anniversaries of June 15th.
\nTherefore, the respective Release Dates will be June 17, 2014 and June 16, 2015.
\nApplicable tax withholding and reporting will be contingent on the Closing Price
\nof Flextronics Stock on the Release Date.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Closing Price Methodology:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Only the Daily Closing Price will be used to determine Total Shareholder
\nReturn values as by reported by the Wall Street Journal or any other reputable
\nfinancial services information provider.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Dividend Value and<\/strong><\/p>\n

Stock Splits:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Dividends will be assumed reinvested at the Closing Price on the Payout Date
\nand all calculations will be adjusted for Stock Splits.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

EXAMPLES<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Assumptions:<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

\n

<\/p>\n

The examples below assume that 90,000 Target Shares \/ 135,000 Maximum Shares
\nare awarded and that Flextronics153s and the S&P Index 20-Day Trading Averages
\nare $7.00 and $1,000 respectively on June 15, 2011.<\/p>\n

Maximum Target:<\/strong><\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

Price Begin<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Dividend Value<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Price End<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

TSR Calculation<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

S&P 500<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$<\/strong><\/p>\n<\/td>\n

\n

1,000<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$<\/strong><\/p>\n<\/td>\n

\n

100.00<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$<\/strong><\/p>\n<\/td>\n

\n

1,100<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

(1,100 – 1,000 + 100) \/ 1,000 = 20%<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Flextronics<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$<\/strong><\/p>\n<\/td>\n

\n

7.00<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$<\/strong><\/p>\n<\/td>\n

\n

0.00<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$<\/strong><\/p>\n<\/td>\n

\n

10.50<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

(10.50 : 7.00 + 0) \/ 7.00 = 50%<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
\n

Payout Calculation:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

((50% – 20%) \/ 20%) + 100% = 250%<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Target Awarded:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

250% is above the 150% Maximum Target so Maximum Payout of 150% or 135,000
\nshares is achieved<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Interpolated Target:<\/strong><\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

Price Begin<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Dividend Value<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Price End<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

TSR Calculation<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

S&P 500<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$<\/strong><\/p>\n<\/td>\n

\n

1,000<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$<\/strong><\/p>\n<\/td>\n

\n

0.00<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$<\/strong><\/p>\n<\/td>\n

\n

700<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

(700 – 1,000 + 0) \/ 1,000 = (30)%<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Flextronics<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$<\/strong><\/p>\n<\/td>\n

\n

7.00<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$<\/strong><\/p>\n<\/td>\n

\n

0.00<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$<\/strong><\/p>\n<\/td>\n

\n

5.25<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

(5.25 : 7.00 + 0) \/ 7.00 = (25)%<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
\n

Payout Calculation:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

((-25% + 30%) \/ 30%) +100% = 117%<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Target Awarded:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

117% is above the Minimum and below the Maximum Targets so an interpolated
\nPayout of 117% of the Target Shares or 105,300 shares is achieved.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Forfeited:<\/strong><\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

Price Begin<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Dividend Value<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Price End<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

TSR Calculation<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

S&P 500<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$<\/strong><\/p>\n<\/td>\n

\n

1,000<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$<\/strong><\/p>\n<\/td>\n

\n

0.00<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$<\/strong><\/p>\n<\/td>\n

\n

1,200<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

(1,200 – 1,000 + 0) \/ 1,000 = 20%<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Flextronics<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$<\/strong><\/p>\n<\/td>\n

\n

7.00<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$<\/strong><\/p>\n<\/td>\n

\n

0.00<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$<\/strong><\/p>\n<\/td>\n

\n

7.65<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

(7.65 : 7 + 0) \/ 7.00 = 9.3%<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
\n

Payout Calculation:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

((9.3% – 20%) \/ 20%) +100% = 47%<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Target Awarded:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

47% is below the 50% Minimum Target so no Payout is achieved<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

1.<\/strong> Grant of RSU
\nAward<\/u><\/strong>.<\/strong><\/p>\n

1.1 Grant of RSU Award<\/u>. Subject to the terms and conditions of the
\nPlan and this Agreement, including any country-specific terms set forth in
\nExhibit A to this Agreement, the Company hereby grants to the Participant an RSU
\nAward for the number of ordinary shares set forth above under “RSU Award” (the
\n“Shares<\/em><\/strong>“).<\/p>\n

(a) Vesting Criteria<\/em>. The RSU Award shall vest, and the Shares shall
\nbe issuable to the Participant, according to the Vesting Criteria set forth
\nabove. If application of the Vesting Criteria causes vesting of a fractional
\nShare, such Share shall be rounded down to the nearest whole Share. Shares that
\nvest and are issuable pursuant to the Vesting Criteria are “Vested
\nShares<\/em><\/strong>.”<\/p>\n

3<\/p>\n

\n

<\/p>\n

(c) Termination of Service<\/em>. The RSU Award, all of the Company153s
\nobligations and the Participant153s rights under this Agreement, shall terminate
\non the earlier of the Participant153s Termination Date (as defined in the Plan) or
\nthe date when all the Shares that are subject to the RSU Award have been
\nallotted and issued, or forfeited in the case of any portion of the RSU Award
\nthat fails to vest.<\/p>\n

(d) Allotment and Issuance of Vested Shares<\/em>. The Company shall allot
\nand issue the Vested Shares as soon as practicable after such Shares have vested
\npursuant to the Vesting Criteria. The Company shall have no obligation to allot
\nand issue, and the Participant will have no right or title to, any Shares, and
\nno Shares will be allotted and issued to the Participant, until satisfaction of
\nthe Vesting Criteria.<\/p>\n

(e) No Obligation to Employ<\/em>. Nothing in the Plan or this Agreement
\nshall confer on the Participant any right to continue in the employ of, or other
\nrelationship with, the Company or any Parent, Subsidiary or Affiliate or limit
\nin any way the right of the Company or any Parent, Subsidiary or Affiliate to
\nterminate the Participant153s employment or service relationship at any time, with
\nor without cause.<\/p>\n

(f) Nontransferability of RSU Award<\/em>. None of the Participant153s
\nrights under this Agreement or under the RSU Award may be transferred in any
\nmanner other than by will or by the laws of descent and distribution.
\nNotwithstanding the foregoing, the Participants in the U.S. may transfer or
\nassign the RSU Award to Family Members (as defined in the Plan) through a gift
\nor a domestic relations order (and not in a transfer for value), or as otherwise
\nallowed by the Plan. The terms of this Agreement shall be binding upon the
\nexecutors, administrators, successors and assigns of the Participant.<\/p>\n

(g) Privileges of Share Ownership<\/em>. The Participant shall not have
\nany of the rights of a shareholder until the Vested Shares are allotted and
\nissued after the applicable vest date.<\/p>\n

(h) Interpretation<\/em>. Any dispute regarding the interpretation of the
\nterms and provisions with respect to the RSU Award and this Agreement shall be
\nsubmitted by the Participant or the Company to the Committee for review. The
\nresolution of such a dispute by the Committee shall be final and binding on the
\nCompany and on the Participant.<\/p>\n

1.2 Title to Shares<\/u>. Title will be provided in the Participant153s
\nindividual name on the Company153s records unless the Participant otherwise
\nnotifies Stock Administration of an alternative designation in compliance with
\nthe terms of this Agreement and applicable laws.<\/p>\n

2.<\/strong> Delivery<\/u><\/strong>.<\/strong><\/p>\n

2.1 Deliveries by Participant<\/u>. The Participant hereby delivers to the
\nCompany this Agreement.<\/p>\n

2.2 Deliveries by the Company<\/u>. The Company will issue a duly executed
\nshare certificate or other documentation evidencing the Vested Shares in the
\nname specified in Section 1.2 above upon vesting, provided the Participant has
\ndelivered and executed this Agreement prior to the applicable vesting date and
\nhas remained continuously employed by the Company or a Parent, Subsidiary, or
\nAffiliate through each applicable vesting date.<\/p>\n

3.<\/strong> Compliance with Laws<\/u><\/strong>
\nand Regulations<\/strong><\/u>. <\/strong>The issuance and transfer
\nof the Shares to the Participant shall be subject to and conditioned upon
\ncompliance by the Company and the Participant with all applicable requirements
\nof any share exchange or automated quotation system on which the<\/p>\n

4<\/p>\n

\n

<\/p>\n

Company153s Ordinary Shares may be listed at the time of such issuance or
\ntransfer. The Participant understands that the Company is under no obligation to
\nregister or qualify the Shares with the U.S. Securities and Exchange Commission,
\nany state, local or foreign securities commission or any share exchange to
\neffect such compliance.<\/p>\n

4.<\/strong> Rights as
\nShareholder<\/u><\/strong>.<\/strong> Subject to the terms and conditions
\nof this Agreement, the Participant will have all of the rights of a shareholder
\nof the Company with respect to the Vested Shares which have been allotted and
\nissued to the Participant until such time as the Participant disposes of such
\nVested Shares.<\/p>\n

5.<\/strong> Stop-Transfer
\nOrders<\/u><\/strong>.<\/strong><\/p>\n

5.1 Stop-Transfer Instructions<\/u>. The Participant agrees that, to ensure
\ncompliance with the restrictions imposed by this Agreement, the Company may
\nissue appropriate “stop-transfer” instructions to its transfer agent, if any,
\nand if the Company administers transfers of its own securities, it may make
\nappropriate notations to the same effect in its own records.<\/p>\n

5.2 Refusal to Transfer<\/u>. The Company will not be required (i) to
\nregister in its books any Shares that have been sold or otherwise transferred in
\nviolation of any of the provisions of this Agreement or (ii) to treat as owner
\nof such Shares, or to accord the right to vote or pay dividends to any
\nParticipant or other transferee to whom such Shares have been so transferred.\n<\/p>\n

6.<\/strong> Taxes and Disposition of
\nShares<\/u><\/strong>.<\/strong><\/p>\n

6.1 Tax Obligations<\/u>.<\/p>\n

(a) Regardless of any action the Company or the Participant153s employer (the
\n“Employer”) takes with respect to any or all income tax, social insurance,
\npayroll tax, payment on account or other tax-related items arising out of the
\nParticipant153s participation in the Plan and legally applicable to the
\nParticipant (“Tax-Related Items”), the Participant acknowledges that the
\nultimate liability for all Tax-Related Items is and remains the Participant153s
\nresponsibility and may exceed the amount actually withheld by the Company and\/or
\nthe Employer. The Participant further acknowledges that the Company and\/or the
\nEmployer (a) make no representations or undertakings regarding the treatment of
\nany Tax-Related Items in connection with any aspect of the RSU Award, including
\nbut not limited to, the grant, vesting or issuance of Vested Shares underlying
\nthe RSU Award, the subsequent sale of Vested Shares acquired upon vesting and
\nthe receipt of any dividends; and (b) do not commit and are under no obligation
\nto structure the terms of the grant or any aspect of the RSU Award to reduce or
\neliminate the Participant153s liability for Tax-Related Items or achieve any
\nparticular tax result. Furthermore, if the Participant has become subject to tax
\nin more than one jurisdiction between the Date of Grant and the date of any
\nrelevant taxable event, the Participant acknowledges that the Company and\/or the
\nEmployer (or former employer, as applicable) may be required to withhold or
\naccount for Tax-Related Items in more than one jurisdiction.<\/p>\n

(b) Prior to the relevant taxable or tax withholding event, as applicable,
\nthe Participant shall pay or make arrangements satisfactory to the Company
\nand\/or the Employer to satisfy all Tax-Related Items. In this regard, the
\nParticipant authorizes the Company and\/or the Employer, or their respective
\nagents, at their discretion, to satisfy the Tax-Related Items by one or a
\ncombination of the following (1) withholding from the Participant153s wages or
\nother cash compensation paid to the Participant by the Company, the Employer, or
\nany Parent or Subsidiary of the Company; or (2) withholding from the proceeds of
\nthe sale of Vested Shares either through a voluntary sale or through<\/p>\n

5<\/p>\n

\n

<\/p>\n

a mandatory sale arranged by the Company (on the Participant153s behalf
\npursuant to this authorization); or (3) withholding in Shares to be issued at
\nvesting of the RSU Award.<\/p>\n

(c) To avoid any negative accounting treatment, the Company may withhold or
\naccount for Tax-Related Items by considering applicable minimum statutory
\nwithholding amounts or other applicable withholding rates. If the obligation for
\nthe Tax-Related Items is satisfied by withholding in Shares, for tax purposes,
\nthe Participant is deemed to have been issued the full number of Vested Shares,
\nnotwithstanding that a number of Shares are held back solely for the purpose of
\npaying the Tax-Related Items due as a result of the Participant153s participation
\nin the Plan.<\/p>\n

(d) The Participant shall pay to the Company or the Employer any amount of
\nTax-Related Items that the Company or the Employer may be required to withhold
\nor account for as a result of the Participant153s participation in the Plan that
\ncannot be satisfied by the means previously described in this section. The
\nCompany may refuse to issue or deliver the Vested Shares or the proceeds from
\nthe sale of Shares, if the Participant fails to comply with his or her
\nobligations in connection with the Tax-Related Items.<\/p>\n

6.2 Disposition of Shares<\/u>. Participant hereby agrees that the
\nParticipant shall make no disposition of the Shares (other than as permitted by
\nthis Agreement) unless and until the Participant shall have complied with all
\nrequirements of this Agreement applicable to the disposition of the Shares.<\/p>\n

7.<\/strong> Nature of Grant<\/u><\/strong>. In accepting the
\nRSU Award, the Participant acknowledges and agrees that:<\/p>\n

(a) the Plan is established voluntarily by the Company, is discretionary in
\nnature and may be amended, suspended or terminated by the Company at any time;\n<\/p>\n

(b) the grant of the RSU Award is voluntary and occasional and does not
\ncreate any contractual or other right to receive future RSU Awards, or benefits
\nin lieu of RSU Awards, even if RSU Awards have been granted repeatedly in the
\npast;<\/p>\n

(d) all decisions with respect to future RSU Awards, if any, will be at the
\nsole discretion of the Company;<\/p>\n

(e) the Participant153s participation in the Plan is voluntary;<\/p>\n

(f) the future value of the Shares underlying the RSU Award is unknown and
\ncannot be predicted with certainty;<\/p>\n

(g) no claim or entitlement to compensation or damages shall arise from the
\nforfeiture of the RSU Award resulting from a Termination of Service (for any
\nreason whatsoever and whether or not in breach of local labor laws), and in
\nconsideration of the RSU Award to which the Participant is otherwise not
\nentitled, the Participant irrevocably agrees never to institute any claim
\nagainst the Company and\/or the Employer, waives the Participant153s ability, if
\nany, to bring any such claim, and releases the Company and\/or the Employer from
\nany such claim; if, notwithstanding the foregoing, any such claim is allowed by
\na court of competent jurisdiction, then, by participating in the Plan, the
\nParticipant shall be deemed irrevocably to have agreed not to pursue such claim
\nand agrees to execute any and all documents necessary to request dismissal or
\nwithdrawal of such claims; and<\/p>\n

(h) for the Participants residing outside of the U.S.A.:<\/p>\n

6<\/p>\n

\n

<\/p>\n

(A) the RSU Award and any Shares acquired under the Plan are not intended to
\nreplace any pension rights or compensation;<\/p>\n

(B) the RSU Award is not part of normal or expected compensation or salary
\nfor any purposes, including, but not limited to, calculating any severance,
\nresignation, termination, redundancy, end of service payments, dismissal,
\nbonuses, long-service awards, pension or retirement or welfare benefits or
\nsimilar payments and in no event should be considered as compensation for, or
\nrelating in any way to past services for the Employer, the Company or any
\nParent, Subsidiary or Affiliate; and<\/p>\n

(C) in the event of the Participant153s Termination of Service (whether or not
\nin breach of local labor laws), the Participant153s right to vest in the RSU Award
\nunder the Plan, if any, will terminate effective as of the date of Termination
\nof Service and; the Committee shall have the exclusive discretion to determine
\nwhen the Participant is no longer actively providing service for purposes of
\nthis RSU Award.<\/p>\n

8.<\/strong> No Advice Regarding Grant<\/u><\/strong>. The
\nCompany is not providing any tax, legal or financial advice, nor is the Company
\nmaking any recommendations regarding the Participant153s participation in the
\nPlan, or the sale of the Shares acquired upon vesting of the RSU Award. The
\nParticipant is hereby advised to consult with his or her own personal tax, legal
\nand financial advisors regarding his or her participation in the Plan before
\ntaking any action related to the Plan.<\/p>\n

9.<\/em><\/strong> Data
\nPrivacy<\/u><\/em><\/strong>.<\/em><\/strong><\/p>\n

(a)<\/em><\/strong> The Participant hereby explicitly
\nand unambiguously consents to the collection, use and transfer, in electronic or
\nother form, of the Participant153s personal data as described in this Agreement
\nand any other RSU Award materials by and among, as applicable, the Employer, the
\nCompany and its Parent, Subsidiaries and Affiliates for the exclusive purpose of
\nimplementing, administering and managing the Participant153s participation in the
\nPlan.<\/em><\/strong><\/p>\n

(b)<\/em><\/strong> The Participant understands that
\nthe Company and the Employer may hold certain personal information about the
\nParticipant, including, but not limited to, the Participant153s name, home address
\nand telephone number, date of birth, social insurance number or other
\nidentification number, salary, nationality, job title, any Shares or
\ndirectorships held in the Company, details of all RSU Awards or any other
\nentitlement to Shares awarded, canceled, exercised, vested, unvested or
\noutstanding in the Participant153s favor, for the exclusive purpose of
\nimplementing, administering and managing the Plan (“Data”).<\/em><\/strong><\/p>\n

(c)<\/em><\/strong> The Participant understands that
\nData will be transferred to the Company stock plan service provider as may be
\nselected by the Company in the future, which is assisting the Company with the
\nimplementation, administration and management of the Plan. The Participant
\nunderstands that the recipients of the Data may be located in the United States
\nor elsewhere, and that the recipients153 country (<\/em><\/strong>e.g.,
\nthe United States) may have different data privacy laws and protections from the
\nParticipant153s country. The Participant understands that he or she may request a
\nlist with the names and addresses of any potential recipients of the Data by
\ncontacting his or her local human resources representative. The Participant
\nauthorizes the Company, the Company stock plan service provider and any other
\npossible recipients which may assist the Company (presently or in the future)
\nwith implementing, administering and managing the Plan to receive, possess, use,
\nretain and transfer the Data, in electronic or other form, for the sole purpose
\nof implementing, administering and managing his or her participation in the
\nPlan. The Participant understands that Data will be held only as long as is
\nnecessary to implement, administer and manage the Participant153s participation in
\nthe Plan. The Participant understands that he or she may, at any time, view
\nData, request additional information<\/em><\/strong><\/p>\n

7<\/p>\n

\n

<\/p>\n

about the storage and processing of Data, require any necessary
\namendments to Data or refuse or withdraw the consents herein, in any case
\nwithout cost, by contacting in writing his or her local human resources
\nrepresentative. The Participant understands, however, that refusing or
\nwithdrawing his or her consent may affect the Participant153s ability to
\nparticipate in the Plan. For more information on the consequences of the
\nParticipant153s refusal to consent or withdrawal of consent, the Participant
\nunderstands that he or she may contact his or her local human resources
\nrepresentative.<\/em><\/strong><\/p>\n

10.<\/strong> Successors and
\nAssigns<\/u><\/strong>.<\/strong> The Company may assign any of its rights
\nunder this Agreement. This Agreement shall be binding upon and inure to the
\nbenefit of the successors and assigns of the Company. Subject to the
\nrestrictions on transfer set forth in this Agreement and in the Plan, this
\nAgreement will be binding upon the Participant and the Participant153s heirs,
\nexecutors, administrators, legal representatives, successors and assigns.<\/p>\n

11.<\/strong> Governing Law; Venue;
\nSeverability<\/u><\/strong>.<\/strong> This Agreement shall be governed by
\nand construed in accordance with the internal laws of the State of California as
\nsuch laws are applied to agreements between California residents entered into
\nand to be performed entirely within California, excluding that body of laws
\npertaining to conflict of laws. For purposes of litigating any dispute that
\narises directly or indirectly from the relationship of the parties evidenced by
\nthe RSU Award or this Agreement, the parties hereby submit to and consent to the
\nexclusive jurisdiction of the State of California and agree that such litigation
\nshall be conducted only in the courts of Santa Clara County, California, or the
\nfederal courts for the United States for the Northern District of California,
\nand no other courts, where this Agreement is made and\/or to be performed. If any
\nprovision of this Agreement is determined by a court of law to be illegal or
\nunenforceable, then such provision will be enforced to the maximum extent
\npossible and the other provisions will remain fully effective and enforceable.\n<\/p>\n

12.<\/strong> Notices<\/u><\/strong>.<\/strong> Any
\nnotice required to be given or delivered to the Company shall be in writing and
\naddressed to the Vice President of Finance of the Company at its corporate
\noffices at 847 Gibraltar Drive, Milpitas, California 95035. Any notice required
\nto be given or delivered to the Participant shall be in writing and addressed to
\nthe Participant at the address indicated on the signature page hereto or to such
\nother address as the Participant may designate in writing from time to time to
\nthe Company. All notices shall be deemed effectively given upon personal
\ndelivery, three (3) days after deposit in the United States mail by certified or
\nregistered mail (return receipt requested), one (1) business day after its
\ndeposit with any return receipt express courier (prepaid), or one (1) business
\nday after transmission by facsimile.<\/p>\n

13.<\/strong> Headings<\/u><\/strong>.<\/strong> The
\ncaptions and headings of this Agreement are included for ease of reference only
\nand will be disregarded in interpreting or construing this Agreement. All
\nreferences herein to Sections will refer to Sections of this Agreement.<\/p>\n

14.<\/strong> Language<\/u><\/strong>.<\/strong> If
\nthe Participant has received this Agreement or any other document related to the
\nPlan translated into a language other than English and if the meaning of the
\ntranslated version is different from the English version, the English version
\nwill control.<\/p>\n

15.<\/strong> Electronic Delivery<\/u><\/strong>. The Company
\nmay, in its sole discretion, decide to deliver any documents related to current
\nor future participation in the Plan by electronic means. The Participant hereby
\nconsents to receive such documents by electronic delivery and agrees to
\nparticipate in the Plan through an on-line or electronic system established and
\nmaintained by the Company or a third party designated by the Company.<\/p>\n

16<\/strong>. Exhibit A<\/u><\/strong>. Notwithstanding any
\nprovision in this Agreement to the contrary, the RSU Award shall be subject to
\nany special terms and provisions as set forth in Exhibit A to this Agreement for
\nthe<\/p>\n

8<\/p>\n

\n

<\/p>\n

Participant153s country. Moreover, if the Participant relocates to one of the
\ncountries included in Exhibit A, the special terms and conditions for such
\ncountry will apply to the Participant, to the extent the Company determines that
\nthe application of such terms and conditions is necessary or advisable in order
\nto comply with local law or facilitate the administration of the Plan. Exhibit A
\nconstitutes part of this Agreement.<\/p>\n

17.<\/strong> Code Section 409A<\/u><\/strong>. With respect
\nto U.S. taxpayers, it is intended that the terms of the RSU Award will comply
\nwith the provisions of Section 409A of the Code and the Treasury Regulations
\nrelating thereto so as not to subject the Participant to the payment of
\nadditional taxes and interest under Section 409A of the Code, and this Agreement
\nwill be interpreted, operated and administered in a manner that is consistent
\nwith this intent. In furtherance of this intent, the Committee may adopt such
\namendments to this Agreement or adopt other policies and procedures (including
\namendments, policies and procedures with retroactive effect), or take any other
\nactions, in each case, without the consent of the Participant, that the
\nCommittee determines are reasonable, necessary or appropriate to comply with the
\nrequirements of Section 409A of the Code and related U.S. Department of Treasury
\nguidance. In that light, the Company makes no representation or covenant to
\nensure that the RSU Awards that are intended to be exempt from, or compliant
\nwith, Section 409A of the Code are not so exempt or compliant or for any action
\ntaken by the Committee with respect thereto.<\/p>\n

18.<\/strong> Imposition of Other
\nRequirements<\/u><\/strong>. The Company reserves the right to impose other
\nrequirements on the Participant153s participation in the Plan, on the RSU Award
\nand on any Shares acquired under the Plan, to the extent the Company determines
\nit is necessary or advisable in order to comply with local law or facilitate the
\nadministration of the Plan, and to require the Participant to sign any
\nadditional agreements or undertakings that may be necessary to accomplish the
\nforegoing.<\/p>\n

19.<\/strong> Entire
\nAgreement<\/u><\/strong>.<\/strong> The Plan and this Agreement, together
\nwith all its Exhibits, constitute the entire agreement and understanding of the
\nparties with respect to the subject matter of this Agreement, and supersede all
\nprior understandings and agreements, whether oral or written, between the
\nparties hereto with respect to the specific subject matter hereof.<\/p>\n

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
\nEffective Date.<\/p>\n\n\n\n\n\n\n\n\n
\n

FLEXTRONICS INTERNATIONAL LTD.<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

PARTICIPANT<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Address:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

9<\/p>\n

\n

<\/p>\n

FLEXTRONICS INTERNATIONAL LTD. 2010 EQUITY INCENTIVE
\nPLAN<\/strong><\/p>\n

EXHIBIT A TO THE<\/strong><\/p>\n

RESTRICTED SHARE UNIT AWARD AGREEMENT<\/strong><\/p>\n

FOR NON-U.S. PARTICIPANTS<\/strong><\/p>\n

Terms and Conditions<\/em><\/strong><\/p>\n

This Exhibit A includes additional terms and conditions that govern the RSU
\nAward granted to the Participant under the Plan if the Participant resides in
\none of the countries listed below. Certain capitalized terms used but not
\ndefined in this Exhibit A have the meanings set forth in the Plan and\/or the
\nAgreement.<\/p>\n

Notifications<\/em><\/strong><\/p>\n

This Exhibit A also includes information regarding exchange controls and
\ncertain other issues of which the Participant should be aware with respect to
\nhis or her participation in the Plan. The information is based on the
\nsecurities, exchange control and other laws in effect in the respective
\ncountries as of July 2010. Such laws are often complex and change frequently. As
\na result, the Company strongly recommends that the Participant not rely on the
\ninformation in this Exhibit A as the only source of information relating to the
\nconsequences of the Participant153s participation in the Plan because the
\ninformation may be out of date at the time that the RSU Award vests and Shares
\nare issued to the Participant or the Participant sells Shares acquired upon
\nvesting of the RSU Award under the Plan.<\/p>\n

In addition, the information contained herein is general in nature and may
\nnot apply to the Participant153s particular situation, and the Company is not in a
\nposition to assure the Participant of a particular result. Accordingly, the
\nParticipant is advised to seek appropriate professional advice as to how the
\nrelevant laws in the Participant153s country may apply to his or her situation.\n<\/p>\n

Finally, if the Participant is a citizen or resident of a country other than
\nthe one in which he or she is currently working or transfers employment after
\nthe Date of Grant, the information contained herein may not be applicable to the
\nParticipant.<\/p>\n

AUSTRIA<\/u><\/strong><\/p>\n

Notifications<\/em><\/strong><\/p>\n

Exchange Control Information<\/strong>. If the Participant holds
\nShares acquired under the Plan outside of Austria, the Participant must submit a
\nreport to the Austrian National Bank. An exemption applies if the value of the
\nshares as of any given quarter does not exceed 30,000,000 or as of December 31
\ndoes not exceed 5,000,000. If the former threshold is exceeded, quarterly
\nobligations are imposed, whereas if the latter threshold is exceeded, annual
\nreports must be given. The annual reporting date is December 31 and the deadline
\nfor filing the annual report is March 31 of the following year.<\/p>\n

When the Participant sells Vested Shares issued under the Plan, there may be
\nexchange control obligations if the cash received is held outside Austria. If
\nthe transaction volume of all the Participant153s accounts abroad exceeds
\n 3,000,000, the movements and balances of all accounts must be reported monthly,
\nas of the last day of the month, on or before the fifteenth day of the following
\nmonth.<\/p>\n

Consumer Protection Information<\/strong>. To the extent that the
\nprovisions of the Austrian Consumer Protection Act are applicable to the
\nAgreement and the Plan, the Participant may be entitled to revoke his or her
\nacceptance of the Agreement if the conditions listed below are met:<\/p>\n

(i) If the Participant accepts the RSU Award outside of the business premises
\nof the Company, the Participant may be entitled to revoke his or her acceptance
\nof the Agreement, provided the revocation is made within one week after the
\nParticipant accepts the Agreement.<\/p>\n

(ii) The revocation must be in written form to be valid. It is sufficient if
\nthe Participant returns the Agreement to the Company or the Company153s
\nrepresentative with language that can be understood as the Participant153s refusal
\nto conclude or honor the Agreement, provided the revocation is sent within the
\nperiod set forth above.<\/p>\n

10<\/p>\n

\n

<\/p>\n

BRAZIL<\/u><\/strong><\/p>\n

Notifications<\/em><\/strong><\/p>\n

Compliance with Law. <\/strong>By accepting the RSU Award, the
\nParticipant acknowledges his or her agreement to comply with applicable
\nBrazilian laws and to pay any and all applicable taxes associated with the RSU
\nAward, the receipt of any dividends, and the sale of Vested Shares issued under
\nthe Plan.<\/p>\n

Exchange Control Information<\/strong>. If the Participant is a
\nresident or domiciled in Brazil, he or she will be required to submit an annual
\ndeclaration of assets and rights held outside of Brazil to the Central Bank of
\nBrazil if the aggregate value of such assets and rights is equal to or greater
\nthan US$100,000 (approximately BRL175,950 as of July 2010). Foreign individuals
\nholding Brazilian visas are considered Brazilian residents for purposes of this
\nreporting requirement and must declare at least the assets held abroad that were
\nacquired subsequent to the Participant153s date of admittance as a resident of
\nBrazil. Assets and rights that must be reported include Shares issued upon
\nvesting of the RSU Award under the Plan.<\/p>\n

CANADA<\/u><\/strong><\/p>\n

Terms and Conditions<\/em><\/strong><\/p>\n

French Language Provision<\/strong>. The following provision will
\napply if the Participant is a resident of Quebec:<\/p>\n

The parties acknowledge that it is their express wish that the Agreement, as
\nwell as all documents, notices and legal proceedings entered into, given or
\ninstituted pursuant hereto or relating directly or indirectly hereto, be drawn
\nup in English.<\/p>\n

Les parties reconnaissent avoir exig la r daction en anglais de cette
\nconvention, ainsi que de tous documents, avis et proc dures judiciaires,
\nex cut s, donn s ou intent s en vertu de, ou li s directement ou indirectement
\n , la pr sente convention.<\/p>\n

Termination of Service<\/strong>. This provision supplements Section
\n1.1(c) of the Agreement:<\/p>\n

In the event of involuntary Termination of Service (whether or not in breach
\nof local labor laws), the Participant153s right to receive and vest in the RSU
\nAward under the Plan, if any, will terminate effective as of the date that is
\nthe earlier of: (1) the date the Participant receives notice of Termination of
\nService from the Company or the Employer, or (2) the date the Participant is no
\nlonger actively providing service by the Company or his or her Employer
\nregardless of any notice period or period of pay in lieu of such notice required
\nunder local law (including, but not limited to, statutory law, regulatory law
\nand\/or common law); the Committee shall have the exclusive discretion to
\ndetermine when the Participant no longer actively providing service for purposes
\nof the RSU Award.<\/p>\n

Data Privacy. <\/strong>This provision supplements Section 9 of the
\nAgreement:<\/p>\n

The Participant hereby authorizes the Company and the Company153s
\nrepresentatives to discuss with and obtain all relevant information from all
\npersonnel, professional or not, involved in the administration and operation of
\nthe Plan. The Participant further authorizes the Company, any Parent, Subsidiary
\nor Affiliate and the Committee to disclose and discuss the Plan with their
\nadvisors. The Participant further authorizes the Company and any Parent,
\nSubsidiary or Affiliate to record such information and to keep such information
\nin the Participant153s employee file.<\/p>\n

Notifications<\/em><\/strong><\/p>\n

Grant of RSU Award<\/strong>. The RSU Award does not constitute
\ncompensation nor is in any way related to the Participant153s past services and\/or
\nemployment to the Company, the Employer, and\/or a Parent, Subsidiary or
\nAffiliate of the Company.<\/p>\n

CHINA<\/u><\/strong><\/p>\n

Terms and Conditions<\/em><\/strong><\/p>\n

Issuance of Vested Shares and Sale of Shares<\/strong>. This provision
\nsupplements Section 1.1(d) of the Agreement:<\/p>\n

Due to local regulatory requirements, upon the vesting of the RSU Award, the
\nParticipant agrees to the immediate sale of any Vested Shares to be issued to
\nthe Participant upon vesting and settlement of the RSU Award. The Participant
\nfurther agrees that the Company is authorized to instruct its designated broker
\nto assist with the mandatory sale of such Vested Shares (on the Participant153s
\nbehalf pursuant to this authorization) and the Participant expressly authorizes
\nthe Company153s designated broker to complete the sale of such Vested Shares. The
\nParticipant acknowledges that the Company153s designated broker is under no
\nobligation to arrange for the sale of the Vested Shares at any particular price.
\nUpon the sale of the Vested Shares, the Company<\/p>\n

11<\/p>\n

\n

<\/p>\n

agrees to pay the Participant the cash proceeds from the sale, less any
\nbrokerage fees or commissions and subject to any obligation to satisfy
\nTax-Related Items.<\/p>\n

Exchange Control Requirements<\/strong>. The Participant understands
\nand agrees that, pursuant to local exchange control requirements, the
\nParticipant will be required to immediately repatriate the cash proceeds from
\nthe sale of Vested Shares underlying the RSU Award to China. The Participant
\nfurther understands that, under local law, such repatriation of his or her cash
\nproceeds may need to be effectuated through a special exchange control account
\nestablished by the Company, any Parent, Subsidiary, Affiliate or the Employer,
\nand the Participant hereby consents and agrees that any proceeds from the sale
\nof Vested Shares may be transferred to such special account prior to being
\ndelivered to the Participant. The Company is under no obligation to secure any
\nexchange conversion rate, and the Company may face delays in converting the
\nproceeds to local currency due to exchange control restrictions in China. The
\nParticipant agrees to bear any currency fluctuation risk between the time the
\nVested Shares are sold and the time the sale proceeds are distributed through
\nany such special exchange account. The Participant further agrees to comply with
\nany other requirements that may be imposed by the Company in the future in order
\nto facilitate compliance with exchange control requirements in China. These
\nrequirements will not apply to non-PRC citizens.<\/p>\n

CZECH REPUBLIC<\/u><\/strong><\/p>\n

Notifications<\/em><\/strong><\/p>\n

Exchange Control Information. <\/strong>Upon request of the Czech
\nNational Bank, the Participant may need to file a notification within 15 days of
\nthe end of the calendar quarter in which he or she acquires Shares pursuant to
\nthe Plan.<\/p>\n

DENMARK<\/u><\/strong><\/p>\n

Notifications<\/em><\/strong><\/p>\n

Danish Stock Options Act<\/strong>. The Participant will receive an
\nEmployer Statement pursuant to the Danish Act on Stock Options.<\/p>\n

Exchange Control\/Tax Reporting Information<\/strong>. If the
\nParticipant holds Shares acquired under the Plan in a brokerage account with a
\nbroker or bank outside Denmark, the Participant is required to inform the Danish
\nTax Administration about the account. For this purpose, the Participant must
\nfile a Form V (Erklaering V<\/em>) with the Danish Tax Administration. The
\nForm V must be signed both by the Participant and by the applicable broker or
\nbank where the account is held. By signing the Form V, the broker or bank
\nundertakes to forward information to the Danish Tax Administration concerning
\nthe Vested Shares in the account without further request each year. By signing
\nthe Form V, the Participant authorizes the Danish Tax Administration to examine
\nthe account. A sample of the Form V can be found at the following website:
\nwww.skat.dk.<\/p>\n

In addition, if the Participant opens a brokerage account (or a deposit
\naccount with a U.S. bank) for the purpose of holding cash outside Denmark, the
\nParticipant is also required to inform the Danish Tax Administration about this
\naccount. To do so, the Participant must also file a Form K (Erklaering
\nK<\/em>) with the Danish Tax Administration. The Form K must be signed both by
\nthe Participant and by the applicable broker or bank where the account is held.
\nBy signing the Form K, the broker\/bank undertakes an obligation, without further
\nrequest each year, to forward information to the Danish Tax Administration
\nconcerning the content of the account. By signing the Form K, the Participant
\nauthorizes the Danish Tax Administration to examine the account. A sample of
\nForm K can be found at the following website: www.skat.dk.<\/p>\n

FINLAND<\/u><\/strong><\/p>\n

There are no country specific provisions.<\/p>\n

FRANCE<\/u><\/strong><\/p>\n

Term and Conditions<\/em><\/strong><\/p>\n

Language Consent<\/strong>. By accepting the RSU Award, the
\nParticipant confirms having read and understood the documents relating to this
\ngrant (the Plan, the Agreement and this Exhibit A) which were provided in
\nEnglish language. The Participant accepts the terms of those documents
\naccordingly.<\/p>\n

En acceptant l153attribution, vous confirmez ainsi avoir lu et compris les
\ndocuments relatifs cette attribution (le Plan, le contrat et cette Annexe) qui
\nont t communiqu s en langue anglaise. Vous acceptez les termes en connaissance
\nde cause.<\/em><\/p>\n

12<\/p>\n

\n

<\/p>\n

GERMANY<\/u><\/strong><\/p>\n

Notifications<\/em><\/strong><\/p>\n

Exchange Control Information<\/strong>. Cross-border payments in
\nexcess of 12,500 must be reported monthly to the German Federal Bank. If the
\nParticipant uses a German bank to effect a cross-border payment in excess of
\n 12,500 in connection with the sale of Shares acquired under the Plan, the bank
\nwill make the report for the Participant. In addition, the Participant must
\nreport any receivables or payables or debts in foreign currency exceeding an
\namount of 5,000,000 on a monthly basis. Finally, the Participant must report
\nShares on an annual basis that exceeds 10% of the total voting capital of the
\nCompany.<\/p>\n

HONG KONG<\/u><\/strong><\/p>\n

Terms and Conditions<\/em><\/strong><\/p>\n

Warning: The RSU Award and Shares acquired upon vesting of the RSU Award
\ndo not constitute a public offering of securities under Hong Kong law and are
\navailable only to employees of the Company, its Parent, Subsidiary or
\nAffiliates. The Agreement, including this Exhibit A, the Plan and other
\nincidental communication materials have not been prepared in accordance with and
\nare not intended to constitute a “prospectus” for a public offering of
\nsecurities under the applicable securities legislation in Hong Kong. Nor have
\nthe documents been reviewed by any regulatory authority in Hong Kong. The RSU
\nAward is intended only for the personal use of each eligible Employee of the
\nEmployer, the Company or any Parent, Subsidiary or Affiliate and may not be
\ndistributed to any other person. If the Participant is in any doubt about any of
\nthe contents of the Agreement, including this Exhibit A, or the Plan, the
\nParticipant should obtain independent professional advice.<\/em><\/p>\n

Sale Restriction. <\/strong>Notwithstanding anything contrary in the
\nNotice, the Agreement or the Plan, in the event the Participant153s RSU Award
\nvests such that Vested Shares are issued to the Participant or his or her heirs
\nand representatives within six months of the Date of Grant, the Participant
\nagrees that the Participant or his or her heirs and representatives will not
\ndispose of any Vested Shares acquired prior to the six-month anniversary of the
\nDate of Grant.<\/p>\n

Notifications<\/em><\/strong><\/p>\n

Nature of Scheme<\/strong>. The Company specifically intends that the
\nPlan will not be an occupational retirement scheme for purposes of the
\nOccupational Retirement Schemes Ordinance.<\/p>\n

HUNGARY<\/u><\/strong><\/p>\n

There are no country specific provisions.<\/p>\n

INDIA<\/u><\/strong><\/p>\n

Notifications<\/em><\/strong><\/p>\n

Exchange Control Information. <\/strong>The Participant must
\nrepatriate the proceeds from the sale of Vested Shares acquired under the Plan
\nwithin 90 days after receipt. The Participant must maintain the foreign inward
\nremittance certificate received from the bank where the foreign currency is
\ndeposited in the event that the Reserve Bank of India or the Employer requests
\nproof of repatriation. It is the Participant153s responsibility to comply with
\napplicable exchange control laws in India.<\/p>\n

IRELAND<\/u><\/strong><\/p>\n

Notifications<\/em><\/strong><\/p>\n

Director Notification Obligation<\/strong>. Directors, shadow
\ndirectors and secretaries of the Company153s Irish Subsidiary or Affiliate are
\nsubject to certain notification requirements under the Irish Companies Act.
\nDirectors, shadow directors and secretaries must notify the Irish Subsidiary or
\nAffiliate in writing of their interest in the Company and the number and class
\nof Shares or rights to which the interest relates within five days of the
\nissuance or disposal of Shares or within five days of becoming aware of the
\nevent giving rise to the notification. This disclosure requirement also applies
\nto any rights or Shares acquired by the director153s spouse or children (under the
\nage of 18).<\/p>\n

13<\/p>\n

\n

<\/p>\n

ISRAEL<\/u><\/strong><\/p>\n

There are no country specific provisions.<\/p>\n

ITALY<\/u><\/strong><\/p>\n

Terms and Conditions<\/em><\/strong><\/p>\n

Data Privacy. <\/em><\/strong>This provision replaces Section 9 of
\nthe Agreement:<\/p>\n

The Participant understands that the Company and the Employer as
\nthe Privacy Representative of the Company in Italy, may hold certain personal
\ninformation about the Participant, including, but not limited to, the
\nParticipant153s name, home address and telephone number, date of birth, social
\ninsurance or other identification number, salary, nationality, job title, any
\nShares or directorships held in the Company or any Parent, Subsidiary or
\nAffiliate, details of all RSU Awards or any other entitlement to Shares awarded,
\ncanceled, exercised, vested, unvested or outstanding in the Participant153s favor,
\nand that the Company and the Employer will process said data and other data
\nlawfully received from third party (“Personal Data”) for the exclusive purpose
\nof managing and administering the Plan and complying with applicable laws,
\nregulations and Community legislation. The Participant also understands that
\nproviding the Company with Personal Data is mandatory for compliance with laws
\nand is necessary for the performance of the Plan and that the Participant153s
\ndenial to provide Personal Data would make it impossible for the Company to
\nperform its contractual obligations and may affect the Participant153s ability to
\nparticipate in the Plan. The Participant understands that Personal Data will not
\nbe publicized, but it may be accessible by the Employer as the Privacy
\nRepresentative of the Company and within the Employer153s organization by its
\ninternal and external personnel in charge of processing, and by the data
\nProcessor, if appointed. The updated list of Processors and of the subjects to
\nwhich Data are communicated will remain available upon request at the Employer.
\nFurthermore, Personal Data may be transferred to banks, other financial
\ninstitutions or brokers involved in the management and administration of the
\nPlan. The Participant understands that Personal Data may also be transferred to
\nthe independent registered public accounting firm engaged by the Company, and
\nalso to the legitimate addressees under applicable laws. The Participant further
\nunderstands that the Company and any Parent, Subsidiary or Affiliate will
\ntransfer Personal Data amongst themselves as necessary for the purpose of
\nimplementation, administration and management of the Participant153s participation
\nin the Plan, and that the Company and any Parent, Subsidiary or Affiliate may
\neach further transfer Personal Data to third parties assisting the Company in
\nthe implementation, administration and management of the Plan, including any
\nrequisite transfer of Personal Data to a broker or other third party with whom
\nthe Participant may elect to deposit any Vested Shares acquired under the Plan
\nor any proceeds from the sale of such Shares. Such recipients may receive,
\npossess, use, retain and transfer Personal Data in electronic or other form, for
\nthe purposes of implementing, administering and managing the Participant153s
\nparticipation in the Plan. The Participant understands that these recipients may
\nbe acting as Controllers, Processors or persons in charge of processing, as the
\ncase may be, according to applicable privacy laws, and that they may be located
\nin or outside the European Economic Area, such as in the United States or
\nelsewhere, in countries that do not provide an adequate level of data protection
\nas intended under Italian privacy law.<\/em><\/strong><\/p>\n

Should the Company exercise its discretion in suspending all
\nnecessary legal obligations connected with the management and administration of
\nthe Plan, it will delete Personal Data as soon as it has accomplished all the
\nnecessary legal obligations connected with the management and administration of
\nthe Plan.<\/em><\/strong><\/p>\n

The Participant understands that Personal Data processing related
\nto the purposes specified above shall take place under automated or
\nnon-automated conditions, anonymously when possible, that comply with the
\npurposes for which Personal Data is collected and with confidentiality and
\nsecurity provisions as set forth by applicable laws and regulations, with
\nspecific reference to Legislative Decree no. 196\/2003.<\/em><\/strong><\/p>\n

The processing activity, including communication, the transfer of
\nPersonal Data abroad, including outside of the European Economic Area, as
\nspecified herein and pursuant to applicable laws and regulations, does not
\nrequire the Participant153s consent thereto as the processing is necessary to
\nperformance of law and contractual obligations related to implementation,
\nadministration and management of the Plan. The Participant understands that,
\npursuant to section 7 of the Legislative Decree no. 196\/2003, he or she has the
\nright at any moment to, including, but not limited to, obtain confirmation that
\nPersonal Data exists or not, access, verify its contents, origin and accuracy,
\ndelete, update, integrate, correct, blocked or stop, for legitimate reason, the
\nPersonal Data processing. To exercise privacy rights, the Participant should
\ncontact the Employer. Furthermore, the Participant is aware that Personal Data
\nwill not be used for direct marketing purposes. In addition, Personal Data
\nprovided can be reviewed and questions or complaints can be addressed by
\ncontacting the Participant153s human resources department.<\/em><\/strong><\/p>\n

Plan Document Acknowledgement<\/strong>. The Participant acknowledges
\nthat the Participant has read and specifically and expressly approves the
\nfollowing sections of the Agreement: Section 1: Grant of RSU Award; Section 2:
\nDelivery; Section 3: Compliance with Laws and Regulations; Section 4: Rights as
\nShareholder; Section 5: Stop-Transfer Orders; Section 6: Taxes and Disposition
\nof Shares; Section 7: Nature of Grant; Section 8: No advice Regarding Grant;
\nSection 11: Governing Law; Venue; Section 15:<\/p>\n

14<\/p>\n

\n

<\/p>\n

Electronic Delivery; Section 16: Exhibit A; Section 18: Imposition of Other
\nRequirements; and the Data Privacy section of this Exhibit A.<\/p>\n

Notifications<\/em><\/strong><\/p>\n

Exchange Control Information<\/strong>. To participate in the Plan,
\nthe Participant must comply with exchange control regulations in Italy. The
\nParticipant is required to report in his or her annual tax return: (a) any
\ntransfers of cash or Vested Shares to or from Italy exceeding 10,000; (b) any
\nforeign investments or investments held outside of Italy at the end of the
\ncalendar year exceeding 10,000 if such investments (Vested Shares) that may
\ngive rise to taxable income in Italy that combined with other foreign assets
\nexceeds 10,000; and (c) the amount of the transfers to and from Italy which
\nhave had an impact during the calendar year on the Participant153s foreign
\ninvestments or investments held outside of Italy. The Participant may be exempt
\nfrom the requirement in (a) if the transfer or investment is made through an
\nauthorized broker resident in Italy, as the broker will generally comply with
\nthe reporting obligation on his or her behalf.<\/p>\n

JAPAN<\/u><\/strong><\/p>\n

There are no country specific provisions.<\/p>\n

KOREA<\/u><\/strong><\/p>\n

Notifications<\/em><\/strong><\/p>\n

Exchange Control Information<\/strong>. If the Participant realizes
\nUS$500,000 (approximately KRW 601,975,000 as of July 2010) or more from the sale
\nof Shares, Korean exchange laws require the Participant to repatriate the
\nproceeds to Korea within eighteen months of the sale.<\/p>\n

MALAYSIA<\/u><\/strong><\/p>\n

Notifications<\/em><\/strong><\/p>\n

Malaysian Insider Trading Notification.<\/strong> The Participant
\nshould be aware of the Malaysian insider-trading rules, which may impact his or
\nher acquisition or disposal of Shares or rights to Shares under the Plan. Under
\nthe Malaysian insider-trading rules, the Participant is prohibited from selling
\nShares when he or she is in possession of information which is not generally
\navailable and which he or she knows or should know will have a material effect
\non the value of the Shares once such information is generally available.<\/p>\n

Director Notification Obligation.<\/strong> If the Participant is a
\ndirector of the Company153s Malaysian Subsidiary, he or she is subject to certain
\nnotification requirements under the Malaysian Companies Act. Among these
\nrequirements is an obligation to notify the Malaysian Subsidiary in writing when
\nthe Participant receives or disposes of an interest (e.g.<\/em>, RSU Award,
\nShares) in the Company or any related company. Such notifications must be made
\nwithin 14 days of receiving or disposing of any interest in the Company or any
\nrelated company.<\/p>\n

MEXICO<\/u><\/strong><\/p>\n

Terms and Conditions<\/em><\/strong><\/p>\n

No Entitlement for Claims or Compensation<\/strong>. The following
\nsection supplements Section 7 of the Agreement:<\/p>\n

Modification<\/strong>. By accepting the RSU Award, the Participant
\nunderstands and agrees that any modification of the Plan or the Agreement or its
\ntermination shall not constitute a change or impairment of the terms and
\nconditions of employment.<\/p>\n

Policy Statement<\/strong>. The RSU Award grant the Company is making
\nunder the Plan is unilateral and discretionary and, therefore, the Company
\nreserves the absolute right to amend it and discontinue it at any time without
\nany liability.<\/p>\n

The Company, with registered offices at One Marina Boulevard, #28-00,
\nSingapore 018989, is solely responsible for the administration of the Plan, and
\nparticipation in the Plan and the grant of the RSU Award do not, in any way,
\nestablish an employment relationship between the Participant and the Company
\nsince he or she is participating in the Plan on a wholly commercial basis and
\nthe sole employer is Availmed Servicios S.A. de C.V., Grupo Flextronics S.A. de
\nC.V., Flextronics Servicios Guadalajara S.A. de C.V., Flextronics Servicios
\nMexico S. de R.L. de C.V. and Flextronics Aguascalientes Servicios S.A. de C.V.
\n, nor does it establish any rights between the Participant and the Employer.\n<\/p>\n

15<\/p>\n

\n

<\/p>\n

Plan Document Acknowledgment<\/strong>. By accepting the RSU Award,
\nthe Participant acknowledges that he or she has received copies of the Plan, has
\nreviewed the Plan and the Agreement in their entirety, and fully understands and
\naccepts all provisions of the Plan and the Agreement.<\/p>\n

In addition, the Participant further acknowledges that he or she has read and
\nspecifically and expressly approves the terms and conditions in the Nature of
\nGrant section of the Agreement, in which the following is clearly described and
\nestablished: (i) participation in the Plan does not constitute an acquired
\nright; (ii) the Plan and participation in the Plan is offered by the Company on
\na wholly discretionary basis; (iii) participation in the Plan is voluntary; and
\n(iv) the Company and any Parent, Subsidiary or Affiliates are not responsible
\nfor any decrease in the value of the Shares acquired upon vesting of the RSU
\nAward.<\/p>\n

Finally, the Participant hereby declares that he or she does not reserve any
\naction or right to bring any claim against the Company for any compensation or
\ndamages as a result of his or her participation in the Plan and therefore grants
\na full and broad release to the Employer, the Company and any Parent, Subsidiary
\nor Affiliates with respect to any claim that may arise under the Plan.<\/p>\n

Spanish Translation<\/u><\/strong><\/p>\n

Condiciones y duraci 179n<\/em><\/strong><\/p>\n

Sin derecho a reclamo o compensaci 179n<\/strong>: La siguiente secci 179n
\ncomplementa la secci 179n 7 de este Acuerdo:<\/p>\n

Modificaci 179n<\/strong>: Al aceptar el Otorgamiento de Acciones por
\nBonificaci 179n, el Participante entiende y acuerda que cualquier modificaci 179n del
\nPlan o del Acuerdo o su extinci 179n, no constituir 161 un cambio o disminuci 179n de los
\nt rminos y condiciones de empleo.<\/p>\n

Declaraci 179n de Pol -tica<\/strong>: El Otorgamiento de Acciones por
\nBonificaci 179n por parte de la Compa 177 -a es efectuada bajo el Plan en forma
\nunilateral y discrecional y por lo tanto, la Compa 177 -a se reserva el derecho
\nabsoluto de modificar y discontinuar el Otorgamiento de Acciones en cualquier
\nmomento sin responsabilidad alguna hacia la Compa 177 -a.<\/p>\n

La Compa 177 -a, con oficinas registradas en One Marina Boulevard, #28-00,
\nSingapore 018989 es la nica responsable de la administraci 179n de los Planes y de
\nla participaci 179n en los mismos y el otorgamamiento de el Otorgamiento de
\nAcciones por Bonificaci 179n no establece de forma alguna una relaci 179n de trabajo
\nentre el Participante y la Compa 177 -a, ya que su participaci 179n en el Plan es
\ncompletamente comercial y el nico empleador es Availmed Servicios S.A. de C.V.,
\nGrupo Flextronics S.A. de C.V., Flextronics Servicios Guadalajara S.A. de C.V.,
\nFlextronics Servicios Mexico S. de R.L. de C.V. and Flextronics Aguascalientes,
\nas – como tampoco establece ning n derecho entre el Participante y el Empleador.\n<\/p>\n

Reconocimiento del Documento del Plan<\/u><\/strong>.
\n<\/strong>Al aceptar la el Otorgamiento de Acciones por Bonificaci 179n, el
\nParticipante reconoce que ha recibido copias de los Planes, ha revisado los
\nmismos, al igual que la totalidad del Acuerdo y, que ha entendido y aceptado
\ncompletamente todas las disposiciones contenidas en los Planes y en el Acuerdo.\n<\/p>\n

Adem 161s, el Partcipante reconoce que ha le -do, y que aprueba espec -fica y
\nexpresamente los t rminos y condiciones contenidos en la secci 179n Naturaleza del
\nOrotgamiento en el cual se encuentra claramente descripto y establecido lo
\nsiguiente: (i) la participaci 179n en los Planes no constituye un derecho
\nadquirido; (ii) los Planes y la participaci 179n en los mismos es ofrecida por la
\nCompa 177 -a de forma enteramente discrecional; (iii) la participaci 179n en los Planes
\nes voluntaria; y (iv) la Compa 177 -a, as – como su Sociedad controlante, Subsidiaria
\no Filiales no son responsables por cualquier disminuci 179n en el valor de las
\nAcciones adquiridas a trav s del conferimiento del Otorgamiento de Acciones por
\nBonificaci 179n.<\/p>\n

Finalmente, el Partcipante declara que no se reserva ninguna acci 179n o derecho
\npara interponer una demanda en contra de la Compa 177 -a por compensaci 179n, da 177o o
\nperjuicio alguno como resultado de su participaci 179n en el Plan y, en
\nconsecuencia, otorga el m 161s amplio finiquito al Empleador, as – como a la
\nCompa 177 -a, a su Sociedad controlante, Subsidiaria o Filiales con respecto a
\ncualquier demanda que pudiera originarse en virtud de los Planes.<\/p>\n

NETHERLANDS<\/u><\/strong><\/p>\n

Notifications<\/em><\/strong><\/p>\n

Securities Law Information.<\/strong> The Participant should be aware
\nof the Dutch insider-trading rules, which may impact the sale of Shares acquired
\nunder the Plan. In particular, the Participant may be prohibited from
\neffectuating certain transactions if the Participant has inside information
\nabout the Company.<\/p>\n

Under Article 5:56 of the Dutch Financial Supervision Act, anyone who has
\n“insider information” related to an issuing company is prohibited from
\neffectuating a transaction in securities in or from the Netherlands. “Inside
\ninformation” is defined as knowledge of specific information concerning the
\nissuing company to which the securities relate or the trade in securities issued
\nby such company, which has not been made public and which, if published, would
\nreasonably be expected to affect the share<\/p>\n

16<\/p>\n

\n

<\/p>\n

price, regardless of the development of the price. The insider could be any
\nEmployee in the Netherlands who has inside information as described herein.<\/p>\n

Given the broad scope of the definition of inside information, certain
\nEmployees working at a Parent, Subsidiary or Affiliate in the Netherlands may
\nhave inside information and, thus, would be prohibited from effectuating a
\ntransaction in securities in the Netherlands at a time when the Participant has
\nsuch inside information.<\/p>\n

If the Participant is uncertain whether the insider-trading rules apply
\nto him or her, he or she should consult his or her personal legal advisor.<\/em>\n<\/p>\n

NORWAY<\/u><\/strong><\/p>\n

There are no country specific provisions.<\/p>\n

POLAND<\/u><\/strong><\/p>\n

Terms and Conditions<\/em><\/strong><\/p>\n

Restriction on Type of Shares Issued<\/strong>. Due to tax regulations
\nin Poland, as necessary, the Participant153s Vested Shares will be settled in
\nnewly issued Shares only. Treasury Shares will not be used to satisfy the RSU
\nAward upon vesting.<\/p>\n

ROMANIA<\/u><\/strong><\/p>\n

Notifications<\/em><\/strong><\/p>\n

Exchange Control Information. <\/strong>If the Participant remits
\nforeign currency into or out of Romania (e.g<\/em>., the proceeds from the
\nsale of his or her Vested Shares), the Participant may have to provide the
\nRomanian bank assisting with the transaction with appropriate documentation
\nexplaining the source of the income. The Participant should consult his or
\nher personal legal advisor to determine whether the Participant will be required
\nto submit such documentation to the Romanian bank<\/em>.<\/p>\n

SINGAPORE<\/u><\/strong><\/p>\n

Notifications<\/em><\/strong><\/p>\n

Securities Law Information<\/strong>. <\/em>The RSU Award is being
\ngranted to the Participant pursuant to the “Qualifying Person” exemption under
\nsection 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006
\nEd.) (“SFA”). The Plan have not been lodged or registered as a prospectus with
\nthe Monetary Authority of Singapore. The Participant should note that the RSU
\nAward is subject to section 257 of the SFA and the Participant will not be able
\nto make any subsequent sale in Singapore of the Shares acquired under the Plan,
\nor any offer of such subsequent sale of the Shares acquired under the Plan
\nunless such sale or offer in Singapore is made pursuant to the exemptions under
\nPart XIII Division (1) Subdivision (4) (other than section 280) of the SFA (Cap
\n289, 2006 Ed.).<\/p>\n

Director Notification Obligation.<\/strong> If the Participant is a
\ndirector, associate director or shadow director of the Company or a Singapore
\nSubsidiary or Affiliate, the Participant is subject to certain notification
\nrequirements under the Singapore Companies Act. Among these requirements is an
\nobligation to notify the Company or the Singaporean Subsidiary or Affiliate in
\nwriting when the Participant receives an interest (e.g<\/em>., RSU Award,
\nShares) in the Company or any related companies. Please contact the Company to
\nobtain a copy of the notification form. In addition, the Participant must notify
\nthe Company or the Singapore Subsidiary or Affiliate when the Participant sells
\nShares of the Company or any related company (including when the Participant
\nsell Shares acquired under the Plan). These notifications must be made within
\ntwo days of acquiring or disposing of any interest in the Company or any related
\ncompany. In addition, a notification must be made of the Participant153s interests
\nin the Company or any related company within two days of becoming a director.\n<\/p>\n

SLOVAK REPUBLIC<\/u><\/strong><\/p>\n

There are no country specific provisions.<\/p>\n

SOUTH AFRICA<\/u><\/strong><\/p>\n

Terms and Conditions<\/em><\/strong><\/p>\n

Tax Obligations<\/strong>. The following provision supplements Section
\n6.1 of the Agreement:<\/p>\n

17<\/p>\n

\n

<\/p>\n

By accepting the RSU Award, the Participant agrees to notify the Employer of
\nthe amount of any gain realized at vesting and settlement of the RSU Award. If
\nthe Participant fails to advise the Employer of the gain realized at vesting and
\nsettlement of the RSU Award, he or she may be liable for a fine.<\/p>\n

Notifications<\/em><\/strong><\/p>\n

Exchange Control Information.<\/strong> The Participant should
\nconsult his or her personal advisor to ensure compliance with applicable
\nexchange control regulations in South Africa, as such regulations are subject to
\nfrequent change<\/em>. The Participant is solely responsible for complying with
\nall exchange control laws in South Africa, and neither the Company nor the
\nEmployer will be liable for any fines or penalties resulting from the
\nParticipant153s failure to comply with South African exchange control laws.<\/p>\n

SWEDEN<\/u><\/strong><\/p>\n

There are no country specific provisions.<\/p>\n

SWITZERLAND<\/u><\/strong><\/p>\n

Notifications<\/em><\/strong><\/p>\n

Securities Law Information<\/strong>. The RSU Award is considered a
\nprivate offering in Switzerland; therefore, it is not subject to registration.\n<\/p>\n

TAIWAN<\/u><\/strong><\/p>\n

Notifications<\/em><\/strong><\/p>\n

Exchange Control Information<\/strong>. The Participant may acquire
\nand remit foreign currency (including proceeds from the sale of Shares) into and
\nout of Taiwan up to US$5,000,000 (approximately TWD 160,580,024 as of July 2010)
\nper year. If the transaction amount is TWD 500,000 or more in a single
\ntransaction, the Participant must submit a Foreign Exchange Transaction Form and
\nalso provide supporting documentation to the satisfaction of the remitting bank.\n<\/p>\n

TURKEY<\/u><\/strong><\/p>\n

Notifications<\/em><\/strong><\/p>\n

Securities Law Information<\/strong>. Under Turkish law, the
\nParticipant is not permitted to sell the Shares acquired under the Plan in
\nTurkey.<\/p>\n

UNITED KINGDOM<\/u><\/strong><\/p>\n

Terms and Conditions<\/em><\/strong><\/p>\n

Tax Obligations.<\/strong> The following provisions supplement Section
\n6.1 of the Agreement:<\/p>\n

The Participant agrees that, if Participant does not pay or the Employer or
\nthe Company does not withhold from the Participant the full amount of
\nTax-Related Items that the Participant owes at vesting\/settlement of the RSU
\nAward, or the release or assignment of the RSU Award for consideration, or the
\nreceipt of any other benefit in connection with the RSU Award (the “Taxable
\nEvent”) within 90 days after the Taxable Event, or such other period specified
\nin section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003,
\nthen the amount that should have been withheld shall constitute a loan owed by
\nthe Participant to the Employer, effective 90 days after the Taxable Event. The
\nParticipant agrees that the loan will bear interest at the HMRC153s official rate
\nand will be immediately due and repayable by the Participant, and the Company
\nand\/or the Employer may recover it at any time thereafter by withholding the
\nfunds from salary, bonus or any other funds due to the Participant by the
\nEmployer, by withholding in Shares issued upon vesting of the RSU Award or from
\nthe cash proceeds from the sale of Vested Shares or by demanding cash or a check
\nfrom the Participant. The Participant also authorizes the Company to delay the
\nissuance of any Vested Shares unless and until the loan is repaid in full.<\/p>\n

Notwithstanding the foregoing, if the Participant is an officer or executive
\ndirector (as within the meaning of section 13(k) of the U.S. Securities and
\nExchange Act of 1934, as amended), the terms of the immediately foregoing
\nprovision will not apply. In the event that the Participant is an officer or
\nexecutive director and Tax-Related Items are not collected from or paid by
\nParticipant within 90 days of the Taxable Event, the amount of any uncollected
\nTax-Related Items may constitute a benefit to the Participant on which
\nadditional income tax and National Insurance Contributions may be payable. The
\nParticipant acknowledges that the Company or the Employer may recover any such
\nadditional income tax and National Insurance Contributions at any time<\/p>\n

18<\/p>\n

\n

<\/p>\n

thereafter by any of the means referred to in Section 6.1 Agreement, although
\nthe Participant acknowledges that he\/she ultimately will be responsible for
\nreporting any income tax or National Insurance Contributions due on this
\nadditional benefit directly to the HMRC under the self-assessment regime.<\/p>\n

National Insurance Contributions Acknowledgment.<\/strong> As a
\ncondition of participation in the Plan and the vesting of the RSU Award, the
\nParticipant agrees to accept any liability for secondary Class 1 National
\nInsurance Contributions which may be payable by the Company and\/or the Employer
\nin connection with the RSU Award and any event giving rise to Tax-Related Items
\n(the “Employer NICs”). To accomplish the foregoing, the Participant agrees to
\nexecute a joint election with the Company, the form of such joint election being
\nformally approved by HMRC (the “Joint Election”), and any other required consent
\nor election. The Participant further agrees to execute such other joint
\nelections as may be required between the Participant and any successor to the
\nCompany and\/or the Employer. The Participant further agrees that the Company
\nand\/or the Employer may collect the Employer NICs from the Participant by any of
\nthe means set forth in Section 6.1 of the Agreement.<\/p>\n

If the Participant does not enter into a Joint Election prior to vesting of
\nthe RSU Award or if approval of the Joint Election has been withdrawn by HMRC,
\nthe RSU Award shall become null and void without any liability to the Company
\nand\/or the Employer and the Company may choose not to issue or deliver Shares
\nupon vesting of the RSU Award.<\/p>\n

19<\/p>\n

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