exv10w04



 





EXHIBIT 10.04




AMENDMENT TO

INDEMNIFICATION AGREEMENT




          This Amendment (the “Amendment”) is entered into as of the 19 day of June, 2007, by and
between Flextronics International Ltd (the “Company”), a Singapore corporation (“FIL”), and Thomas
J. Smach, an officer of FIL and the Company (the “Employee”).




          Whereas, pursuant to an Indemnification Agreement dated as of January 8, 2003 by and
among the Company and Employee (the “Indemnification Agreement”), the Company agreed to indemnify
Employee and advance expenses to Employee to the fullest extent (whether partial or complete)
permitted by law and as set forth in the Indemnification Agreement;




          Whereas, from time to time, FIL, directly or through its subsidiaries, makes
investments in third party companies (each a “Company”) and in connection with such investments,
FIL obtains a contractual right to designate a director to the Board of Directors of the Company
(the “Company Board”); and




          Whereas, from time to time, FIL may request that Employee serve as FIL’s representative
on the Company Board (the “Flextronics Representative”); and




          Whereas, pursuant to the Flextronics Group’s Employee Outside Board Service Policy a
copy of which is attached as Exhibit A hereto (the “Service Policy”), the Flextronics Group will
agree to indemnify Employee against claims related to Employee’s service as a Flextronics
Representative subject to Employee’s agreement that any compensation paid by the Company with
respect to any period during which the Employee is serving as the Flextronics Representative will
be transferred to the Flextronics Group as further provided in the Service Policy.




          Now, therefore, the parties hereto, intending to be legally bound, hereby agree as
follows:





	 	1.	 	The Indemnification Agreement be, and it hereby is, amended as follows:






	 	a.	 	Section 1.1 is amended to provide that the term “agent” also includes
service as a Flextronics Representative as provided in this Amendment;
	 
	 	b.	 	Section 1.4 is amended to provide that for purposes of this Amendment
only, “subsidiary” means any Company for whom Employee serves as a
Flextronics Representative.
	 
	 	c.	 	Section 2 is amended to provide, for purposes of this Amendment only,
that Employee’s service as an “agent” for FIL shall only apply for so long
as FIL has the right to designate a Flextronics Representative and FIL so
designates Employee as the Flextronics Representative.





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	 	2.	 	Employee agrees to transfer any compensation he may receive from his service on
a Company Board as the Flextronics Representative to the Flextronics Group in
accordance with the Service Policy.
	 
	 	3.	 	Except as otherwise modified by this Amendment, the Indemnification
Agreement shall remain in full force and effect.
	 
	 	4.	 	In the event of any conflict between this Amendment and the Services Policy, the
order of precedence will be: Services Policy; Amendment; Indemnification
Agreement.




IN WITNESS WHEREOF, the parties hereto have entered into this Agreement effective as of the
date first written above.




	 	 	 	 	 
	FLEXTRONICS INTERNATIONAL LTD.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Manny Marimuthu
	 	 
	 

	 	 	 	 
	 

	 	Name: Manny Marimuthu

Title: Authorized Signatory	 	 
	 
	 	 	 	 
	/s/ Thomas J. Smach	 	 
	 	 	 
	 

	 	Thomas J. Smach	 	 







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