{"id":40550,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/share-option-award-agreement-flextronics-international-ltd.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"share-option-award-agreement-flextronics-international-ltd","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/share-option-award-agreement-flextronics-international-ltd.html","title":{"rendered":"Share Option Award Agreement – Flextronics International Ltd."},"content":{"rendered":"

FLEXTRONICS INTERNATIONAL LTD.
\n2010 EQUITY INCENTIVE PLAN<\/strong><\/p>\n

\n

FORM OF SHARE OPTION AWARD AGREEMENT<\/strong><\/p>\n

\n

This Share Option Agreement (the “Agreement<\/em><\/strong>“) is
\nmade and entered into as of the date of grant set forth below (the
\n“Date of Grant<\/em><\/strong>“) by and between Flextronics
\nInternational 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 Company153s 2010 Equity Incentive
\nPlan (the “Plan<\/em><\/strong>“) and this Agreement. The Participant
\nunderstands and agrees that this share option
\n(“Option<\/em><\/strong>“) is granted subject to and in accordance
\nwith the express terms and conditions of the Plan and the Agreement including
\nany country-specific provisions set forth in Exhibit B and the Participant
\nfurther agrees to be bound by the terms and conditions of the Plan and the
\nAgreement.<\/p>\n<\/p>\n

The Participant acknowledges receipt of a copy of the official prospectus for
\nthe Plan. The Agreement<\/u> and Plan Prospectus<\/u> are available on the
\nCompany153s website at
\nhttp:\/\/home.sjc.flextronics.com\/options\/reference.asp<\/u> or by request from
\nthe Company153s Stock Administration Department. The Participant hereby agrees
\nthat these documents are deemed to be delivered to the Participant.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Option Number:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

<<Option Number>><\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

<<First Name>> <<Last Name>><\/p>\n<\/td>\n<\/tr>\n

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

Total Option Shares:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

<< <\/strong>Number of Shares>><\/p>\n<\/td>\n<\/tr>\n

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

Exercise Price Per Share:<\/strong><\/p>\n<\/td>\n

\n

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

\n

<<Price per Share>><\/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

<<Grant Date>><\/p>\n<\/td>\n<\/tr>\n

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

Expiration Date:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

<<<\/strong>Expiration Date>><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Type of Option and Vesting: <\/strong>The Option is a non-qualified
\nstock option (“NQSO<\/em><\/strong>“), subject to vesting as set forth
\nin the chart below (provided the Participant continues to provide services to
\nthe Company or to any Parent or Subsidiary or Affiliate of the Company):<\/p>\n<\/p>\n

Option Share Vesting Table<\/strong><\/p>\n

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

Number of NQSOs Vesting<\/p>\n<\/td>\n<\/tr>\n

\n

25% of shares granted:<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Will vest on 1st Anniversary of Grant Date<\/p>\n<\/td>\n<\/tr>\n

\n

75% of shares granted:<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Will vest in equal increments over XX months
\nbeginning the first month after the 1st Anniversary
\nof the Date of Grant [TBC<\/strong>]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

1. Grant of Option<\/u><\/strong>. The Company hereby grants to the
\nParticipant an Option to purchase the total number of shares of Ordinary Shares
\nof the Company set forth above as Total Option Shares (the
\n“Shares<\/em><\/strong>“) at the Exercise Price Per Share set forth
\nabove (the “Exercise Price<\/em><\/strong>“), subject to all of the
\nterms and conditions of this Agreement, including any country-specific
\nprovisions set forth in Exhibit B to this Agreement and the Plan. This Option is
\nnot intended to qualify as an Incentive Stock Option. Instead, this Option shall
\nbe a NQSO. Capitalized terms not defined herein shall have the meaning ascribed
\nto them in the Plan.<\/p>\n<\/p>\n

\n

2. Vesting; Exercise Period<\/u><\/strong>.<\/p>\n<\/p>\n

2.1 Vesting of Right to Exercise Option<\/u>. This Option shall be
\nexercisable as indicated in this Agreement. Subject to the terms and conditions
\nof the Plan and this Agreement (including any Exhibits thereto), this Option
\nshall vest and become exercisable as to portions of the Shares pursuant to the
\nVesting Schedule specified above. If application of the vesting percentage
\ncauses a fractional Share, such Share shall be rounded down to the nearest whole
\nShare for each month except for the last month in such vesting period, at the
\nend of which last month this Option shall become vested for the full remainder
\nof the Shares. This Option shall cease to vest upon the Participant153s
\nTermination of Service and the Participant shall in no event be entitled under
\nthis Option to purchase a number of Shares greater than the Total Option Shares
\nas set forth above.<\/p>\n<\/p>\n

2.2 Expiration<\/u>. This Option shall expire on the Expiration Date set
\nforth above and must be exercised, if at all, on or before the earlier of the
\nExpiration Date or the date on which this Option is earlier terminated in
\naccordance with the provisions of Section 3.<\/p>\n<\/p>\n

3. Termination of Service<\/u>.<\/strong><\/p>\n<\/p>\n

3.1 Termination for Any Reason except Death, Disability or Cause<\/u>. In
\nthe event of the Participant153s Termination of Service for any reason except the
\nParticipant153s death, Disability or Cause, then this Option, to the extent (and
\nonly to the extent) that it is vested in accordance with the schedule set forth
\nabove on the Termination Date, may be exercised by the Participant no later than
\nthree (3) months after the Termination Date, but in any event no later than the
\nExpiration Date.<\/p>\n<\/p>\n

3.2 Termination Because of Death or Disability<\/u>. In the event of the
\nParticipant153s Termination of Service because of death or Disability of the
\nParticipant (or the Participant dies within three (3) months after Termination
\nof Service other than for Cause or because of Disability), then this Option, to
\nthe extent that it is vested in accordance with the schedule set forth above,
\nmay be exercised by the Participant (or the Participant153s legal representative)
\nno later than twelve (12) months after the Termination Date, but in any event no
\nlater than the Expiration Date.<\/p>\n<\/p>\n

3.3 Termination for Cause<\/u>. In the event of the Participant153s
\nTermination of Service for Cause, this Option will automatically expire on the
\nParticipant153s Termination Date.<\/p>\n<\/p>\n

3.4 No Obligation to Employ<\/u>. 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<\/p>\n

4. Manner of Exercise<\/u>.<\/strong><\/p>\n<\/p>\n

4.1 Share Option Exercise Agreement<\/u>. To exercise this Option, the
\nParticipant (or in the case of exercise after the Participant153s death, the
\nParticipant153s executor, administrator, heir or legatee, as the case may be) must
\ndeliver to the Company an executed share option exercise agreement in the form
\nattached hereto as Exhibit A<\/u>, or in such other form as may be approved by
\nthe Company from time to time (the “Exercise
\nAgreement<\/em><\/strong>“), which shall set forth, inter<\/u> alia<\/u>, the
\nParticipant153s election to exercise this Option, the number of Shares being
\npurchased, any restrictions imposed on the Shares and any representations,
\nwarranties and agreements regarding the Participant153s investment intent and
\naccess to information as may be required by the Company to comply with
\napplicable securities laws. If someone other than the Participant exercises this
\nOption, then such person must submit documentation reasonably acceptable to the
\nCompany that such person has the right to exercise this Option.<\/p>\n<\/p>\n

\n

4.2 Limitations on Exercise<\/u>. This Option may not be exercised unless
\nsuch exercise is in compliance with all applicable federal, state, local or
\nforeign securities laws, as they are in effect on the date of exercise. This
\nOption may not be exercised as to fewer than 100 Shares unless it is exercised
\nas to all Shares as to which this Option is then exercisable.<\/p>\n<\/p>\n

4.3 Payment<\/u>. The Exercise Agreement shall be accompanied by full
\npayment of the Exercise Price for the Shares being purchased in cash (by check),
\nor where permitted by law:<\/p>\n<\/p>\n

(a) the surrender of Shares or delivery of a properly executed form of
\nattestation of ownership of Shares as the Committee may require (including
\nwithholding of Shares otherwise deliverable upon exercise of the Award) which
\nhave a Fair Market Value on the date of surrender or attestation equal to the
\naggregate Exercise Price of the Shares as to which the Option shall be
\nexercised;<\/p>\n<\/p>\n

(b) through a “same day sale” commitment by the Participant and a
\nbroker-dealer that is a member of the Financial Industry Regulatory Authority (a
\n“FINRA<\/u>” dealer) whereby the Participant irrevocably elects to exercise
\nthe Option and to sell a portion of the Shares so purchased to pay the Exercise
\nPrice, and whereby the FINRA dealer irrevocably commits upon receipt of such
\nShares, to remit such amounts to the Company;<\/p>\n<\/p>\n

(c) any other methods acceptable to the Committee, including through the
\ndelivery of a notice that the Participant has placed a market sell order with a
\nbroker with respect to Shares then issuable upon exercise of the Option, and
\nthat the broker has been directed to pay a sufficient portion of the net
\nproceeds of the sale to the Company in satisfaction of the Exercise Price;
\nprovided <\/em>that payment of such proceeds is then made to the Company upon
\nsettlement of such sale; or<\/p>\n<\/p>\n

(d) by any combination of the foregoing.<\/p>\n<\/p>\n

4.4 Tax Obligations and Issuance of Shares<\/u>.<\/p>\n<\/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 Option, including but
\nnot limited to, the grant, vesting or exercise of this Option, the subsequent
\nsale of Shares acquired pursuant to such exercise and the receipt of any
\ndividends; and (b) do not commit and are under no obligation to structure the
\nterms of the grant or any aspect of this Option to reduce or eliminate the
\nParticipant153s liability for Tax-Related Items or achieve any particular tax
\nresult. Furthermore, if the Participant has become subject to tax in more than
\none jurisdiction between the Date of Grant and the date of any relevant taxable
\nevent, the Participant acknowledges that the Company and\/or the Employer (or
\nformer employer, as applicable) may be required to withhold or account for
\nTax-Related Items in more than one jurisdiction.<\/p>\n<\/p>\n

\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, Subsidiary or Affiliate; or (2) withholding from the proceeds of the
\nsale of Shares acquired at exercise of this Option either through a voluntary
\nsale or through a mandatory sale arranged by the Company (on the Participant153s
\nbehalf pursuant to this authorization); or (3) withholding in Shares to be
\nissued at exercise of this Option.<\/p>\n<\/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 Shares subject
\nto the exercised Option, notwithstanding that a number of Shares are held back
\nsolely for the purpose of paying the Tax-Related Items due as a result of the
\nParticipant153s participation in the Plan.<\/p>\n<\/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 Shares or the proceeds from the sale
\nof Shares, if the Participant fails to comply with his or her obligations in
\nconnection with the Tax-Related Items.<\/p>\n<\/p>\n

4.5 Issuance of Shares<\/u>. Provided that the Exercise Agreement and
\npayment are in form and substance satisfactory to counsel for the Company, the
\nCompany shall issue the Shares registered in the name of the Participant, or the
\nParticipant153s legal representative, and shall deliver certificates representing
\nthe Shares with the appropriate legends affixed thereto.<\/p>\n<\/p>\n

5. Compliance with Laws and Regulations<\/u>. <\/strong>The exercise
\nof this Option and the issuance and allotment of Shares shall be subject to
\ncompliance by the Company and the Participant with all applicable requirements
\nof federal, state, local and foreign securities laws and with all applicable
\nrequirements of any stock exchange on which the Company153s Shares may be listed
\nat the time of such issuance or allotment. The Participant understands that the
\nCompany is under no obligation to register or qualify the Shares with the
\nSecurities and Exchange Commission, any state securities commission or any stock
\nexchange to effect such compliance.<\/p>\n<\/p>\n

6. Nontransferability of Option<\/u>. <\/strong>This Option may not
\nbe transferred in any manner other than by will or by the laws of descent and
\ndistribution and may be exercised during the lifetime of the Participant only by
\nthe Participant. The terms of this Option shall be binding upon the executors,
\nadministrators, successors and assigns of Participant.<\/p>\n<\/p>\n

7. Nature of Grant<\/u><\/strong>. In accepting this Option, the
\nParticipant acknowledges and agrees that:<\/p>\n<\/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<\/p>\n

(b) the grant of this Option is voluntary and occasional and does not create
\nany contractual or other right to receive future grants of options, or benefits
\nin lieu of options, even if options have been granted repeatedly in the past;\n<\/p>\n<\/p>\n

\n

(d) all decisions with respect to future option grants, if any, will be at
\nthe sole discretion of the Company;<\/p>\n<\/p>\n

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

(f) the Participant153s participation in the Plan shall not create a right to
\nfurther employment with the Company or the Employer and shall not interfere with
\nthe ability of the Company or the Employer to terminate the Participant153s
\nemployment relationship at any time;<\/p>\n<\/p>\n

(g) this Option is an extraordinary item that does not constitute
\ncompensation of any kind for services of any kind rendered to the Employer, the
\nCompany or any Parent, Subsidiary, or Affiliate of the Company and that is
\noutside the scope of the Participant153s employment or service contract, if any;\n<\/p>\n<\/p>\n

(h) the future value of the Shares underlying this Option is unknown and
\ncannot be predicted with certainty;<\/p>\n<\/p>\n

(i) if the Participant exercises this Option and acquires Shares, the value
\nof such Shares may increase or decrease in value, even below the Exercise Price;\n<\/p>\n<\/p>\n

(j) no claim or entitlement to compensation or damages shall arise from the
\nforfeiture of the Option or the diminution of value of the Shares issued upon
\nexercise resulting from the Participant153s Termination of Service (for any reason
\nwhatsoever and whether or not in breach of local labor laws), and in
\nconsideration of this Option to which the Participant is otherwise not entitled,
\nthe Participant irrevocably agrees never to institute any claim against the
\nCompany and\/or the Employer, waives the Participant153s ability, if any, to bring
\nany such claim, and releases the Company and\/or the Employer from any such
\nclaim; if, notwithstanding the foregoing, any such claim is allowed by a court
\nof competent jurisdiction, then, by participating in the Plan, the Participant
\nshall be deemed irrevocably to have agreed not to pursue such claim and agrees
\nto execute any and all documents necessary to request dismissal or withdrawal of
\nsuch claims; and<\/p>\n<\/p>\n

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

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

(B) this Option is not part of normal or expected compensation or salary for
\nany 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<\/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 Option
\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 Option.<\/p>\n<\/p>\n

8. No Advice Regarding Grant<\/u><\/strong>. The Company is not
\nproviding any tax, legal or financial advice, nor is the Company making any
\nrecommendations regarding the Participant153s participation in the Plan, or the
\nParticipant153s purchase or sale of the Shares acquired upon exercise of this
\nOption. The Participant is hereby advised to consult with his or her own
\npersonal tax, legal and financial advisors regarding his or her participation in
\nthe Plan before taking any action related to the Plan.<\/p>\n<\/p>\n

\n

9. Data Privacy<\/u>. The Participant hereby explicitly and
\nunambiguously 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 Option grant materials by and among, as applicable, the Employer,
\nthe Company and its Parent, Subsidiaries and Affiliates for the exclusive
\npurpose of implementing, administering and managing the Participant153s
\nparticipation in the Plan.<\/em><\/strong><\/p>\n<\/p>\n

The Participant understands that the Company and the Employer may
\nhold certain personal information about the Participant, including, but not
\nlimited to, the Participant153s name, home address and telephone number, date of
\nbirth, social insurance number or other identification number, salary,
\nnationality, job title, any Shares or directorships held in the Company, details
\nof all Options or any other entitlement to Shares awarded, canceled, exercised,
\nvested, unvested or outstanding in the Participant153s favor, for the exclusive
\npurpose of implementing, administering and managing the Plan
\n(“Data”).<\/em><\/strong><\/p>\n<\/p>\n

The Participant understands that Data will be transferred to the
\nCompany stock plan service provider as may be selected by the Company in the
\nfuture, which is assisting the Company with the implementation, administration
\nand management of the Plan. The Participant understands that the recipients of
\nthe Data may be located in the United States or elsewhere, and that the
\nrecipients153 country (<\/em><\/strong>e.g., the United States) may have
\ndifferent data privacy laws and protections from the Participant153s country. The
\nParticipant understands that he or she may request a list with the names and
\naddresses of any potential recipients of the Data by contacting his or her local
\nhuman resources representative. The Participant authorizes the Company, the
\nCompany stock plan service provider and any other possible recipients which may
\nassist the Company (presently or in the future) with implementing, administering
\nand managing the Plan to receive, possess, use, retain and transfer the Data, in
\nelectronic or other form, for the sole purpose of implementing, administering
\nand managing his or her participation in the Plan. The Participant understands
\nthat Data will be held only as long as is necessary to implement, administer and
\nmanage the Participant153s participation in the Plan. The Participant understands
\nthat he or she may, at any time, view Data, request additional information about
\nthe storage and processing of Data, require any necessary amendments to Data or
\nrefuse or withdraw the consents herein, in any case without cost, by contacting
\nin writing his or her local human resources representative. The Participant
\nunderstands, however, that refusing or withdrawing his or her consent may affect
\nthe Participant153s ability to participate in the Plan. For more information on
\nthe consequences of the Participant153s refusal to consent or withdrawal of
\nconsent, the Participant understands that he or she may contact his or her local
\nhuman resources representative.<\/em><\/strong><\/p>\n<\/p>\n

10. Privileges of Share Ownership<\/u>. <\/strong>The Participant
\nshall not have any of the rights of a shareholder with respect to any Shares
\nuntil the Participant exercises this Option, pays the Exercise Price and Shares
\nare issued to the Participant.<\/p>\n<\/p>\n

11. Interpretation<\/u>. <\/strong>Any dispute regarding the
\ninterpretation of this Agreement shall be submitted by the Participant or the
\nCompany to the Committee for review. The resolution of such a dispute by the
\nCommittee shall be final and binding on the Company and the Participant.<\/p>\n<\/p>\n

12. Entire Agreement<\/u>. <\/strong>The Plan and this Agreement,
\ntogether with all its Exhibits, constitute the entire agreement and
\nunderstanding of the parties with respect to the subject matter of this
\nAgreement, and supersede all prior understandings and agreements, whether oral
\nor written, between the parties hereto with respect to the specific subject
\nmatter hereof.<\/p>\n<\/p>\n

\n

13. Notices<\/u>. <\/strong>Any notice required to be given or
\ndelivered to the Company under the terms of this Agreement shall be in writing
\nand addressed to the Corporate Treasurer of the Company at its corporate offices
\nat 847 Gibraltar Drive, Milpitas, California 95035. Any notice required to be
\ngiven or delivered to the Participant shall be in writing and addressed to the
\nParticipant at the address indicated above or to such other address as such
\nparty may designate in writing from time to time to the Company. All notices
\nshall be deemed to have been given or delivered upon: personal delivery; three
\n(3) days after deposit in the United States mail by certified or registered mail
\n(return receipt requested); one (1) business day after deposit with any return
\nreceipt express courier (prepaid); or one (1) business day after transmission by
\nrapifax or telecopier.<\/p>\n<\/p>\n

14. Successors and Assigns<\/u>. <\/strong>The Company may assign
\nany of its rights under this Agreement. This Agreement shall be binding upon and
\ninure to the benefit of the successors and assigns of the Company. Subject to
\nthe restrictions on transfer set forth herein, this Agreement shall be binding
\nupon the Participant and the Participant153s heirs, executors, administrators,
\nlegal representatives, successors and assigns.<\/p>\n<\/p>\n

15. Governing Law<\/u>. <\/strong>This Agreement shall be governed
\nby and construed in accordance with the laws of the State of California, without
\nregard to the conflict of law provisions, as provided in the Plan. For purposes
\nof litigating any dispute that arises directly or indirectly from the
\nrelationship of the parties evidenced by this Option or the Agreement, the
\nparties hereby submit to and consent to the exclusive jurisdiction of the State
\nof California and agree that such litigation shall be conducted only in the
\ncourts of Santa Clara County, California, or the federal courts for the United
\nStates for the Northern District of California, and no other courts, where this
\ngrant is made and\/or to be performed.<\/p>\n<\/p>\n

16. Language<\/u>. <\/strong>If the Participant has received this
\nAgreement or any other document related to the Plan translated into a language
\nother than English and if the meaning of the translated version is different
\nfrom the English version, the English version will control.<\/p>\n<\/p>\n

17. Severability<\/u>. <\/strong>The provisions of this Agreement
\nare severable and if any one or more provisions are determined to be illegal or
\notherwise unenforceable, in whole or in part, the remaining provisions shall
\nnevertheless be binding and enforceable.<\/p>\n<\/p>\n

18. Electronic Delivery<\/u><\/strong>. The Company may, in its sole
\ndiscretion, decide to deliver any documents related to current or future
\nparticipation in the Plan by electronic means. The Participant hereby consents
\nto receive such documents by electronic delivery and agrees to participate in
\nthe Plan through an on-line or electronic system established and maintained by
\nthe Company or a third party designated by the Company.<\/p>\n<\/p>\n

19. Exhibit B<\/u><\/strong>. Notwithstanding any provision in this
\nAgreement to the contrary, this Option shall be subject to any special terms and
\nprovisions as set forth in Exhibit B to this Agreement for the Participant153s
\ncountry. Moreover, if the Participant relocates to one of the countries included
\nin Exhibit B, the special terms and conditions for such country will apply to
\nthe Participant, to the extent the Company determines that the application of
\nsuch terms and conditions is necessary or advisable in order to comply with
\nlocal law or facilitate the administration of the Plan. Exhibit B constitutes
\npart of this Agreement.<\/p>\n<\/p>\n

20. Imposition of Other Requirements<\/u><\/strong>. The Company
\nreserves the right to impose other requirements on the Participant153s
\nparticipation in the Plan, on this Option and on any Shares acquired under the
\nPlan, to the extent the Company determines it is necessary or advisable in order
\nto comply with local law or facilitate the administration of the Plan, and to
\nrequire the Participant to sign any additional agreements or undertakings that
\nmay be necessary to accomplish the foregoing.<\/p>\n<\/p>\n

\n

21. Acceptance<\/u>. <\/strong>The Participant hereby acknowledges
\nreceipt of a copy of the Plan and this Agreement. The Participant has read and
\nunderstands the terms and provisions thereof, and accepts this Option subject to
\nall the terms and conditions of the Plan and this Agreement (including Exhibit
\nB). The Participant acknowledges that there may be adverse tax consequences upon
\nexercise of this Option or disposition of the Shares and that the Company has
\nadvised the Participant to consult a tax advisor prior to such exercise or
\ndisposition.<\/p>\n<\/p>\n

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

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

<\/td>\n\n

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

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

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

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

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

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

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

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

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

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

Title: Chief Executive Officer<\/p>\n<\/td>\n

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

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

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

EXHIBIT 10.02<\/p>\n

\n

Exhibit A<\/u><\/strong><\/p>\n

\n

FLEXTRONICS INTERNATIONAL LTD.
\n2010 EQUITY INCENTIVE PLAN<\/strong><\/p>\n

\n

SHARE OPTION EXERCISE AGREEMENT<\/u><\/strong><\/p>\n

\n

I hereby elect to purchase the number of Shares of the Company as set forth
\nbelow:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Participant (and\/or assignee):<\/p>\n<\/td>\n

<\/td>\n\n

Number of Shares Purchased:<\/p>\n<\/td>\n<\/tr>\n

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

Social Security Number\/ Personal Id Number:<\/p>\n<\/td>\n

<\/td>\n\n

Purchase Price per Share:<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

Aggregate Purchase Price:<\/p>\n<\/td>\n<\/tr>\n

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

Date of Option Agreement:<\/p>\n<\/td>\n<\/tr>\n

\n

Type of Option: o Incentive Option<\/p>\n<\/td>\n

<\/td>\n\n

Exact Name of Title to Shares:<\/p>\n<\/td>\n<\/tr>\n

\n

o Nonqualified Option<\/p>\n<\/td>\n

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

1. Delivery of Purchase Price<\/strong>. The Participant hereby
\ndelivers to the Company the Aggregate Exercise Price, to the extent permitted in
\nthe Agreement, as follows (check as applicable and complete):<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n\n

o<\/p>\n<\/td>\n

<\/td>\n\n

in cash (by check) in the amount of $ <\/u>, receipt of which is
\nacknowledged by the Company;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

o<\/p>\n<\/td>\n

<\/td>\n\n

the surrender of Shares or delivery of a properly executed form of
\nattestation of ownership of Shares (including withholding of Shares otherwise
\ndeliverable upon exercise of the Award) in the amount of $ <\/u>, receipt of
\nwhich is acknowledged by the Company;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

o<\/p>\n<\/td>\n

<\/td>\n\n

by the waiver hereby of compensation due or accrued to the Participant for
\nservices rendered in the amount of $ <\/u>;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

o<\/p>\n<\/td>\n

<\/td>\n\n

through a “same-day-sale” commitment, delivered herewith, from the
\nParticipant and the FINRA Dealer named therein, in the amount of $ <\/u>; or\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

o<\/p>\n<\/td>\n

<\/td>\n\n

through a “margin” commitment, delivered herewith from the Participant and
\nthe broker named by the Participant, in the amount of $ <\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2. Tax Consequences<\/strong>. THE PARTICIPANT UNDERSTANDS THAT
\nTHE PARTICIPANT MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF THE
\nPARTICIPANT153S PURCHASE OR DISPOSITION OF THE SHARES. THE PARTICIPANT REPRESENTS
\nTHAT THE PARTICIPANT HAS CONSULTED WITH ANY TAX CONSULTANT(S) THE PARTICIPANT
\nDEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND
\nTHAT THE PARTICIPANT IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.<\/em><\/p>\n<\/p>\n

3. Entire Agreement<\/strong>. The Plan, and the Agreement (including
\nall Exhibits thereto) are incorporated herein by reference. This Exercise
\nAgreement, the Plan, the Agreement constitute the entire agreement and
\nunderstanding of the parties and supersede in their entirety all prior
\nunderstandings and agreements of the Company and the Participant with respect to
\nthe subject matter hereof, and are governed by California law except for that
\nbody of law pertaining to choice of law or conflict of law.<\/p>\n<\/p>\n

\n

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

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

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

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

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

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

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

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

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

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

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

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

\n

FLEXTRONICS INTERNATIONAL LTD.
\n2010 EQUITY INCENTIVE PLAN<\/strong><\/p>\n

\n

EXHIBIT B TO THE
\nSHARE OPTION AGREEMENT
\nFOR NON-U.S. PARTICIPANTS<\/strong><\/p>\n

\n

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

This Exhibit B includes additional terms and conditions that govern the
\nOption 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 B have the meanings set forth in the Plan and\/or the
\nAgreement.<\/p>\n<\/p>\n

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

This Exhibit B 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 B 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 Option vests, the
\nParticipant exercises his or her Option, or the Participant sells Shares
\nacquired upon exercise of the Option under the Plan.<\/p>\n<\/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<\/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<\/p>\n

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

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

When the Participant sells Shares issued upon exercise of the Option under
\nthe Plan, there may be exchange control obligations if the cash received is held
\noutside Austria. If the transaction volume of all the Participant153s accounts
\nabroad exceeds 3,000,000, the movements and balances of all accounts must be
\nreported monthly, as of the last day of the month, on or before the fifteenth
\nday of the following month.<\/p>\n<\/p>\n

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

(i)<\/p>\n<\/td>\n

<\/td>\n\n

If the Participant accepts the Option outside of the business premises of the
\nCompany, the Participant may be entitled to revoke his or her acceptance of the
\nAgreement, provided the revocation is made within one week after the Participant
\naccepts the Agreement.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

The revocation must be in written form to be valid. It is sufficient if the
\nParticipant returns the Agreement to the Company or the Company153s representative
\nwith language that can be understood as the Participant153s refusal to conclude or
\nhonor the Agreement, provided the revocation is sent within the period set forth
\nabove.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

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

Compliance with Law. <\/strong>By accepting the Option, the
\nParticipant acknowledges his or her agreement to comply with applicable
\nBrazilian laws and to pay any and all applicable taxes associated with the
\nexercise of the Option, the receipt of any dividends, and the sale of Shares
\nissued upon exercise of the Option under the Plan.<\/p>\n<\/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). Please note that
\nforeign individuals holding Brazilian visas are considered Brazilian residents
\nfor purposes of this reporting requirement and must declare at least the assets
\nheld abroad that were acquired subsequent to the Participant153s date of
\nadmittance as a resident of Brazil. Assets and rights that must be reported
\ninclude Shares issued upon exercise of the Option under the Plan.<\/p>\n<\/p>\n

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

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

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

Les parties reconnaissent avoir exig la r daction en anglais de la
\nconvention, ainsi que de tous documents ex cut s, avis donn s et proc dures
\njudiciaries intent es, directement ou indirectement, relativement ou suite
\nla pr sente convention.<\/em><\/p>\n<\/p>\n

Termination of Service<\/strong>. This provision supplements Section 3
\nof the Agreement.<\/p>\n<\/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 Option
\nunder the Plan, if any, will terminate effective as of the date that is the
\nearlier 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 to 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 Option grant.<\/p>\n<\/p>\n

\n

Data Privacy. <\/strong>This provision supplements Section 9 of the
\nAgreement:<\/p>\n<\/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 Administrator of the Plan to disclose and discuss the Plan
\nwith their advisors. The Participant further authorizes the Company and any
\nParent, Subsidiary or Affiliate to record such information and to keep such
\ninformation in the Participant153s employee file.<\/p>\n<\/p>\n

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

Grant of Option<\/strong>. Notwithstanding anything contrary in the
\nAgreement or the Plan, the Option does not constitute compensation nor is in any
\nway related to the Participant153s past services and\/or employment to the Company,
\nthe Employer, and\/or a Parent, Subsidiary or Affiliate.<\/p>\n<\/p>\n

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

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

Manner of Exercise<\/strong>. This provision supplements Section 4 of
\nthe Agreement:<\/p>\n<\/p>\n

Notwithstanding anything to the contrary in Section 4.3 of the Agreement, due
\nto exchange control laws in China, the Participant will be required to exercise
\nhis or her Option using the cashless sell-all exercise method pursuant to which
\nall Shares subject to the exercised Option will be sold immediately upon
\nexercise and the proceeds of sale, less the Exercise Price, any Tax-Related
\nItems and broker153s fees or commissions, will be remitted to the Participant in
\naccordance with any applicable exchange control laws and regulations. The
\nCompany reserves the right to provide additional methods of exercise depending
\non the development of local law. This restriction will not apply to non-PRC
\ncitizens.<\/p>\n<\/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 cashless sell-all exercise of the Option to China. The Participant further
\nunderstands that, under local law, such repatriation of his or her cash proceeds
\nmay need to be effectuated through a special exchange control account
\nestablished by the Company, Parent, Subsidiary, Affiliate or the Employer, and
\nthe Participant hereby consents and agrees that any proceeds from the sale of
\nShares may be transferred to such special account prior to being delivered to
\nthe Participant. The Company is under no obligation to secure any exchange
\nconversion rate, and the Company may face delays in converting the proceeds to
\nlocal currency due to exchange control restrictions in China. The Participant
\nagrees to bear any currency fluctuation risk between the time the Shares are
\nsold and the time the sale proceeds are distributed through any such special
\nexchange account. The Participant further agrees to comply with any other
\nrequirements that may be imposed by the Company in the future in order to
\nfacilitate compliance with exchange control requirements in China. These
\nrequirements will not apply to non-PRC citizens.<\/p>\n<\/p>\n

\n

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

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

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

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

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

Exchange Control\/Tax Reporting Information<\/strong>. If the
\nParticipant holds Shares issued upon exercise of the Option under the Plan in a
\nbrokerage account with a broker or bank outside Denmark, the Participant is
\nrequired to inform the Danish Tax Administration about the account. For this
\npurpose, the Participant must file a Form V (Erklaering V<\/em>) with the
\nDanish Tax Administration. The Form V must be signed both by the Participant and
\nby the applicable broker or bank where the account is held. By signing the Form
\nV, the broker or bank undertakes to forward information to the Danish Tax
\nAdministration concerning the Shares in the account without further request each
\nyear. By signing the Form V, the Participant authorizes the Danish Tax
\nAdministration to examine the account. A sample of the Form V can be found at
\nthe following website: www.skat.dk<\/u>.<\/p>\n<\/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<\/u>.<\/p>\n<\/p>\n

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

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

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

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

Language Consent<\/strong>. By accepting the Option, the Participant
\nconfirms having read and understood the documents relating to this grant (the
\nPlan, the Agreement and this Exhibit B) which were provided in English language.
\nThe Participant accepts the terms of those documents accordingly.<\/p>\n<\/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<\/p>\n

\n

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

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

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

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

Warning: The Option and Shares acquired upon exercise of the Option do
\nnot 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 B, 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 Option
\nis intended only for the personal use of each eligible Employee of the Employer,
\nthe Company or any Parent, Subsidiary or Affiliate and may not be distributed to
\nany other person. If the Participant is in any doubt about any of the contents
\nof the Agreement, including this Exhibit B, or the Plan, the Participant should
\nobtain independent professional advice.<\/em><\/p>\n<\/p>\n

Sale Restriction. <\/strong>Notwithstanding anything contrary in the
\nNotice, the Agreement or the Plan, in the event the Participant153s Option vests
\nand the Participant or his or her heirs and representatives exercise the Option
\nsuch that Shares are issued to the Participant or his or her heirs and
\nrepresentatives within six months of the Date of Grant, the Participant agrees
\nthat the Participant or his or her heirs and representatives will not dispose of
\nany Shares acquired prior to the six-month anniversary of the Date of Grant.\n<\/p>\n<\/p>\n

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

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

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

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

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

Manner of Exercise. <\/strong>This provision supplements Section 4 of
\nthe Agreement:<\/p>\n<\/p>\n

Notwithstanding anything to the contrary in Section 4.3 of the Agreement, due
\nto legal restrictions in India, the Participant may not exercise his or her
\nOption using a cashless sell-to-cover exercise, whereby the Participant directs
\na broker to sell some (but not all) of the Shares subject to the exercised
\nOption and deliver to the Company the amount of the sale proceeds to pay the
\nExercise Price and any Tax-Related Items. However, payment of the Exercise Price
\nmay be made by any of the other methods of payment set forth in the Agreement.
\nThe Company reserves the right to provide the Participant with this method of
\npayment depending on the development of local law.<\/p>\n<\/p>\n

\n

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

Exchange Control Information. <\/strong>Regardless of what method of
\nexercise is used to purchase Shares, the Participant must repatriate the
\nproceeds from the sale of Shares and any dividends received in relation to the
\nShares to India within 90 days after receipt. The Participant must maintain the
\nforeign inward remittance certificate received from the bank where the foreign
\ncurrency is deposited in the event that the Reserve Bank of India or the
\nEmployer requests proof of repatriation. It is the Participant153s responsibility
\nto comply with applicable exchange control laws in India.<\/p>\n<\/p>\n

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

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

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

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

Manner of Exercise<\/strong>. This provision supplements Section 4 of
\nthe Agreement:<\/p>\n<\/p>\n

Notwithstanding anything to the contrary in Section 4.3 of the Agreement, due
\nto tax laws in Israel, the Participant will be required to exercise his or her
\nOption using the cashless sell-all exercise method whereby all Shares subject to
\nthe exercised Option will be sold immediately upon exercise and the proceeds of
\nsale, less the aggregate Exercise Price, any Tax-Related Items and broker153s fees
\nor commissions, will be remitted to the Participant in accordance with any
\napplicable laws and regulations. The Participant will not be permitted to
\nacquire and hold Shares upon exercise. The Company reserves the right to provide
\nadditional methods of exercise to the Participant depending on the development
\nof local law.<\/p>\n<\/p>\n

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

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

Manner of Exercise<\/strong>. This provision supplements Section 4 of
\nthe Agreement:<\/p>\n<\/p>\n

Notwithstanding anything to the contrary in Section 4.3 of the Agreement, due
\nto legal restrictions in Italy, the Participant will be required to exercise his
\nor her Option using the cashless sell-all exercise method whereby all Shares
\nsubject to the exercised Option will be sold immediately upon exercise and the
\nproceeds of sale, less the exercise price, any Tax-Related Items and broker153s
\nfees or commissions, will be remitted to the Participant in accordance with any
\napplicable laws and regulations. The Participant will not be permitted to
\nacquire and hold Shares upon exercise. The Company reserves the right to provide
\nadditional methods of exercise to the Participant depending on the development
\nof local law.<\/p>\n<\/p>\n

\n

Data Privacy. <\/em><\/strong>This provision replaces Section 9 of
\nthe Agreement:<\/p>\n<\/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 Subsidiary or Affiliate,
\ndetails of all Options or any other entitlement to Shares awarded, canceled,
\nexercised, vested, unvested or outstanding in the Participant153s favor, and that
\nthe Company and the Employer will process said data and other data lawfully
\nreceived from third party (“Personal Data”) for the exclusive purpose of
\nmanaging 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 its Subsidiaries or Affiliates will transfer
\nPersonal Data amongst themselves as necessary for the purpose of implementation,
\nadministration and management of the Participant153s participation in the Plan,
\nand that the Company and its Subsidiaries or Affiliates may each further
\ntransfer Personal Data to third parties assisting the Company in the
\nimplementation, 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 Shares acquired under the Plan or any
\nproceeds from the sale of such Shares. Such recipients may receive, possess,
\nuse, retain and transfer Personal Data in electronic or other form, for the
\npurposes 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<\/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<\/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<\/p>\n

\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<\/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 Option; Section 2:
\nVesting; Exercise Period; Section 3: Termination of Service; Section 4: Manner
\nof Exercise; Section 5: Compliance with Laws and Regulations; Section 6:
\nNontransferability of Option; Section 7: Nature of Grant; Section 8: No Advice
\nRegarding Grant; Section 15: Governing Law; Section 16: Language; Section 17:
\nSeverability; Section 18: Electronic Delivery; Section 19: Exhibit B; Section
\n20: Imposition of Other Requirements; and the Data Privacy section of this
\nExhibit B.<\/p>\n<\/p>\n

Notifications<\/em><\/strong><\/p>\n<\/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 Shares to or from Italy exceeding 10,000; (b) any foreign
\ninvestments or investments held outside of Italy at the end of the calendar year
\nexceeding 10,000 if such investments (Shares, vested Options) that may give
\nrise to taxable income in Italy that combined with other foreign assets exceeds
\n 10,000; and (c) the amount of the transfers to and from Italy which have had an
\nimpact during the calendar year on the Participant153s foreign investments or
\ninvestments held outside of Italy. The Participant may be exempt from the
\nrequirement in (a) if the transfer or investment is made through an authorized
\nbroker resident in Italy, as the broker will generally comply with the reporting
\nobligation on his or her behalf.<\/p>\n<\/p>\n

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

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

Exchange Control Information. <\/strong>If the Participant pays more
\nthan \u00a530,000,000 in a single transaction for the purchase of Shares when he or
\nshe exercises the Option, the Participant must file a Payment Report with the
\nMinistry of Finance through the Bank of Japan by the 20th day of the month
\nfollowing the month in which the payment was made. The precise reporting
\nrequirements vary depending on whether the relevant payment is made through a
\nbank in Japan.<\/p>\n<\/p>\n

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

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

Exchange Control Information<\/strong>. To remit funds out of Korea to
\nexercise the Option by means of a cash exercise method, the Participant must
\nobtain a confirmation of the remittance by a foreign exchange bank in Korea. The
\nParticipant likely will need to present to the bank processing the transaction
\nsupporting documentation evidencing the nature of the remittance.<\/p>\n<\/p>\n

If the Participant realizes US$500,000 (approximately KRW 601,975,000 as of
\nJuly 2010) or more from the sale of Shares, Korean exchange laws require the
\nParticipant to repatriate the proceeds to Korea within eighteen months of the
\nsale.<\/p>\n<\/p>\n

\n

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

Notifications<\/em><\/strong><\/p>\n<\/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
\npurchasing or selling Shares (e.g.<\/em>, a vested Option, Shares) when he or
\nshe is in possession of information which is not generally available and which
\nhe or she knows or should know will have a material effect on the price of
\nShares once such information is generally available.<\/p>\n<\/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>, Option,
\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<\/p>\n

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

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

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

Modification<\/strong>. By accepting the Option, 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<\/p>\n

Policy Statement<\/strong>. The Option 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<\/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 Option 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.,
\nnor does it establish any rights between the Participant and the Employer.<\/p>\n<\/p>\n

Plan Document Acknowledgment<\/strong>. By accepting the Option, the
\nParticipant 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<\/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 exercise of the
\nOption.<\/p>\n<\/p>\n

\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<\/p>\n

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

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

Sin Derecho a Reclamo o Compensaci 179n<\/strong>. La siguiente secci 179n
\ncomplementa la secci 179n 7 de este Acuerdo:<\/p>\n<\/p>\n

Modificaci 179n<\/strong>. Al aceptar la Opci 179n, el Participante entiende
\ny acuerda que cualquier modificaci 179n del Plan o del Acuerdo o su extinci 179n, no
\nconstituir 161 un cambio o disminuci 179n de los t rminos y condiciones de empleo.\n<\/p>\n<\/p>\n

Declaraci 179n de Pol -tica<\/strong>. El otorgamiento de Opci 179n por parte
\nde la Compa 177 -a es efectuada bajo el Plan en forma unilateral y discrecional y
\npor lo tanto, la Compa 177 -a se reserva el derecho absoluto de modificar y
\ndiscontinuar la Opci 179n en cualquier momento sin responsabilidad alguna hacia la
\nCompa 177 -a.<\/p>\n<\/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 la Opci 179n no establece de
\nforma alguna una relaci 179n de trabajo entre el Participante y la Compa 177 -a, ya que
\nsu participaci 179n en el Plan es completamente comercial y el nico empleador es
\nAvailmed Servicios S.A. de C.V., Grupo Flextronics S.A. de C.V., Flextronics
\nServicios Guadalajara S.A. de C.V., Flextronics Servicios Mexico S. de R.L. de
\nC.V. and Flextronics Aguascalientes, as – como tampoco establece ning n derecho
\nentre el Participante y el Empleador.<\/p>\n<\/p>\n

Reconocimiento del Documento del Plan<\/strong>. Al aceptar la Opci 179n,
\nel Participante 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<\/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 de la Opci 179n.<\/p>\n<\/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<\/p>\n

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

Notifications<\/em><\/strong><\/p>\n<\/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
\nupon exercise of the Option. In particular, the Participant may be prohibited
\nfrom effectuating certain transactions if the Participant has inside information
\nabout the Company.<\/p>\n<\/p>\n

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

Given the broad scope of the definition of inside information, certain
\nEmployees working at a Subsidiary or Affiliate in the Netherlands may have
\ninside 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<\/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<\/p>\n

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

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

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

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

Restriction on Type of Shares Issued<\/strong>. Due to tax regulations
\nin Poland, as necessary, the Participant153s Option will be over newly issued
\nShares only. Treasury Shares will not be used to satisfy the Option exercise.\n<\/p>\n<\/p>\n

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

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

Exchange Control Information. <\/strong>If the Participant remits
\nforeign currency into or out of Romania (e.g<\/em>., the Exercise Price or
\nthe proceeds from the sale of his or her Shares), the Participant may have to
\nprovide the Romanian bank assisting with the transaction with appropriate
\ndocumentation explaining the source of the income. The Participant should
\nconsult his or her personal legal advisor to determine whether the Participant
\nwill be required to submit such documentation to the Romanian bank<\/em>.<\/p>\n<\/p>\n

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

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

Securities Law Information<\/strong>. <\/em>The Option 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 Option
\ngrant is subject to section 257 of the SFA and the Participant will not be able
\nto make any subsequent sale in Singapore, or any offer of such subsequent sale
\nof the Shares underlying the Option unless such sale or offer in Singapore is
\nmade pursuant to the exemptions under Part XIII Division (1) Subdivision (4)
\n(other than section 280) of the SFA (Cap 289, 2006 Ed.).<\/p>\n<\/p>\n

\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 Singaporean Subsidiary in writing when the Participant
\nreceives an interest (e.g<\/em>., Option, Shares) in the Company or any
\nrelated companies. Please contact the Company to obtain a copy of the
\nnotification form. In addition, the Participant must notify the Company or
\nSingapore Subsidiary or Affiliate when the Participant sells Shares of the
\nCompany or any related company (including when the Participant sell Shares
\nacquired under the Plan). These notifications must be made within two days of
\nacquiring or disposing of any interest in the Company or any related company. In
\naddition, a notification must be made of the Participant153s interests in the
\nCompany or any related company within two days of becoming a director.<\/p>\n<\/p>\n

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

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

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

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

Tax Obligations<\/strong>. The following provision supplements Section
\n4.4 of the Agreement:<\/p>\n<\/p>\n

By accepting the Option, the Participant agrees to notify the Employer of the
\namount of any gain realized at exercise of the Option. If the Participant fails
\nto advise the Employer of the gain realized at exercise of the Option, he or she
\nmay be liable for a fine.<\/p>\n<\/p>\n

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

Tax Clearance for Cash Exercises. <\/strong>If the Participant
\nexercises the Option using a cash exercise method, the Participant must obtain
\nand provide to the Employer, or any third party designated by the Employer or
\nthe Company, a Tax Clearance Certificate (with respect to Foreign Investments)
\nbearing the official stamp and signature of the Exchange Control Department of
\nthe South African Revenue Service (“SARS”). The Participant must renew this Tax
\nClearance Certificate every twelve months, or at such other interval as may be
\nrequired by the SARS. If the Participant uses a cashless exercise method whereby
\nno funds are remitted out of South Africa, no Tax Clearance Certificate is
\nrequired.<\/p>\n<\/p>\n

Exchange Control Information. <\/strong>The Participant is subject to
\na lifetime offshore investment allowance of ZAR4,000,000. This is a cumulative
\nallowance, and the Participant153s ability to remit funds for the purchase of
\nShares will be reduced if his or her foreign investment limit is utilized to
\nmake a transfer of funds offshore. If the Participant exercises his or her
\nOption with cash, the Participant will be subject to this limit. If the
\nZAR4,000,000 limit will be exceeded, the Participant may still transfer funds
\nfor the exercise of the Option; however, the Shares obtained from the exercise
\nmust be sold immediately and the full proceeds repatriated to South Africa.<\/p>\n<\/p>\n

If the Participant exercises the Option using a cashless method of exercise,
\nthe value of the Shares acquired using the cashless exercise method will not be
\ncounted against the ZAR2,000,000 limit. The sale proceeds of such Shares may be
\nheld offshore and will not count against the investment limit.<\/p>\n<\/p>\n

The Participant should consult his or her personal advisor to ensure
\ncompliance with applicable exchange control regulations in South Africa, as such
\nregulations are subject to frequent change<\/em>. The Participant is solely
\nresponsible for complying with all exchange control laws in South Africa, and
\nneither the Company nor the Employer will be liable for any fines or penalties
\nresulting from the Participant153s failure to comply with South African exchange
\ncontrol laws.<\/p>\n<\/p>\n

\n

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

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

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

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

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

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

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

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

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

Exchange Control Information<\/strong>. Exchange control regulations
\nrequire Turkish residents to buy Shares through intermediary financial
\ninstitutions that are approved under the Capital Market Law (i.e.<\/em>,
\nbanks licensed in Turkey). Therefore, if the Participant uses cash to exercise
\nhis or her Option, the funds must be remitted through a bank or other financial
\ninstitution licensed in Turkey. A wire transfer of funds by a Turkish bank will
\nsatisfy this requirement. This requirement does not apply to cashless exercises,
\nas no funds leave Turkey.<\/p>\n<\/p>\n

Securities Law Information<\/strong>. Under Turkish law, the
\nParticipant is not permitted to sell the Shares issued upon exercise in Turkey.\n<\/p>\n<\/p>\n

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

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

Tax Obligations. <\/strong>The following provisions supplement Section
\n4.4 of the Agreement:<\/p>\n<\/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 exercise of the Option, or the
\nrelease or assignment of the Option for consideration, or the receipt of any
\nother benefit in connection with the Option (the “Taxable Event”) within 90 days
\nafter the Taxable Event, or such other period specified in section 222(1)(c) of
\nthe U.K. Income Tax (Earnings and Pensions) Act 2003, then the amount that
\nshould have been withheld shall constitute a loan owed by the Participant to the
\nEmployer, effective 90 days after the Taxable Event. The Participant agrees that
\nthe loan will bear interest at the HMRC153s official rate and will be immediately
\ndue and repayable by the Participant, and the Company and\/or the Employer may
\nrecover it at any time thereafter by withholding the funds from salary, bonus or
\nany other funds due to the Participant by the Employer, by withholding in Shares
\nissued upon exercise of the Option or from the cash proceeds from the sale of
\nShares or by demanding cash or a check from the Participant. The Participant
\nalso authorizes the Company to delay the issuance of any Shares unless and until
\nthe loan is repaid in full.<\/p>\n<\/p>\n

\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
\nthereafter by any of the means referred to in Section 4.4 of the Agreement,
\nalthough the Participant acknowledges that he\/she ultimately will be responsible
\nfor reporting any income tax or National Insurance Contributions due on this
\nadditional benefit directly to the HMRC under the self-assessment regime.<\/p>\n<\/p>\n

National Insurance Contributions Acknowledgment. <\/strong>As a
\ncondition of participation in the Plan and the exercise of the Option, 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 Option 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 4.4 of the Agreement.<\/p>\n<\/p>\n

If the Participant does not enter into a Joint Election prior to exercising
\nthe Option or if approval of the Joint Election has been withdrawn by HMRC, the
\nOption shall become null and void without any liability to the Company and\/or
\nthe Employer and may not be exercised by the Participant.<\/p>\n<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7549],"corporate_contracts_industries":[9507],"corporate_contracts_types":[9539,9545],"class_list":["post-40550","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-flextronics-international-ltd","corporate_contracts_industries-technology__equipment","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40550","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40550"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40550"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40550"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40550"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}