Exhibit 4.02



 


Exhibit - 4.02


FLEXTRONICS INTERNATIONAL LTD.


2002 INTERIM INCENTIVE PLAN


As Adopted May 6, 2002


     1. PURPOSE. The purpose of this Plan is to provide incentives to
attract, retain and motivate eligible persons whose present and potential
contributions are important to the success of the Company, its Parent and
Subsidiaries, by offering them an opportunity to participate in the Company’s
future performance through awards of Options and Share Bonuses. Capitalized
terms not defined in the text are defined in Section 20.


     2. SHARES SUBJECT TO THE PLAN.


          2.1 Number of Shares Available. Subject to Sections 2.2 and 15,
the total number of Shares reserved and available for grant and issuance
pursuant to this Plan will be 20,000,000 Shares plus Shares that are subject to:
(a) issuance upon exercise of an Option but cease to be subject to such Option
for any reason other than exercise of such Option; (b) issuance pursuant to a
Share Bonus but cease to be subject to such Share Bonus for any reason other
than issuance pursuant to such Share Bonus; and (c) an Award that otherwise
terminates without Shares being issued. At all times the Company shall reserve
and keep available a sufficient number of Shares as shall be required to satisfy
the requirements of all outstanding Awards granted under this Plan.



          2.2 Adjustment of Shares. Should any change be made to the Shares
issuable under the Plan by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Shares as a class without the Company’s receipt of
consideration, then appropriate adjustments shall be made to (i) the maximum
number and/or class of securities issuable under the Plan and (ii) the number
and/or class of securities and price per Share in effect under each Award
outstanding under Sections 5 and 6. Such adjustments to the outstanding Awards
are to be effected in a manner which shall preclude the enlargement or dilution
of rights and benefits under such Awards, provided, however, that (i) fractions
of a Share will not be issued but will be replaced by a cash payment equal to
the Fair Market Value of such fraction of a Share, as determined by the
Committee, and (ii) in the case of an Option granted under Section 5, no such
adjustment shall be made if as a result, the Exercise Price would fall below the
par value of a Share and if such adjustment would but for this paragraph (ii)
result in the Exercise Price being less than the par value of a Share, the
Exercise Price payable shall be the par value of a Share. The adjustments
determined by the Committee shall be final, binding and conclusive.



     3. ELIGIBILITY. All Awards may be granted to employees, officers and
directors of the Company or any Parent or Subsidiary of the Company, provided
however, that non-executive directors of the Company shall be eligible for the
grant of Awards only to the extent permitted by, and subject to compliance with,
all applicable laws and regulations. A person may be granted more than one Award
under this Plan. Awards granted to officers and non-employee directors may not
exceed in the aggregate forty-nine percent (49%) of all Shares that are reserved
for grant under this Plan.


     4. ADMINISTRATION.


          4.1 Committee Authority. This Plan will be administered by the
Committee or by the Board acting as the Committee. Subject to the general
purposes, terms and conditions of this Plan, and to the direction of the Board,
the Committee will have full power to implement and carry out this Plan. The
Committee will have the authority to:




	       	(a)	  	construe and interpret this Plan, any Award Agreement and any
other agreement or document executed pursuant to this Plan;
	 
	       	(b)	  	prescribe, amend and rescind rules and regulations relating to
this Plan or any Award;



 








 




	       	(c)	  	select persons to receive Awards;
	 
	       	(d)	  	determine the form and terms of Awards;
	 
	       	(e)	  	determine the number of Shares or other consideration subject
to Awards;
	 
	       	(f)	  	determine whether Awards will be granted singly, in
combination with, in tandem with, in replacement of, or as
alternatives to, other Awards under this Plan or any other
incentive or compensation plan of the Company or any Parent or
Subsidiary of the Company;
	 
	       	(g)	  	grant waivers of Plan or Award conditions;
	 
	       	(h)	  	determine the vesting, exercisability and payment of Awards;
	 
	       	(i)	  	correct any defect, supply any omission or reconcile any
inconsistency in this Plan, any Award or any Award Agreement;
	 
	       	(j)	  	determine whether an Award has been earned; and
	 
	       	(k)	  	make all other determinations necessary or advisable for the
administration of this Plan.



          4.2 Committee Discretion. Any determination made by the Committee
with respect to any Award will be made in its sole discretion at the time of
grant of the Award or, unless in contravention of any express term of this Plan
or Award, at any later time, and such determination will be final and binding on
the Company and on all persons having an interest in any Award under this Plan.
The Committee may delegate to one or more officers of the Company the authority
to grant an Award under this Plan to Participants who are not Insiders of the
Company.



     5. OPTIONS. The Committee may grant Options that are Nonqualified Stock
Options (“NQSOS”) to eligible persons and will determine the number of Shares
subject to the Option, the Exercise Price of the Option, the period during which
the Option may be exercised, and all other terms and conditions of the Option,
subject to the following:


          5.1 Form of Option Grant. Each Option granted under this Plan will
be evidenced by an Award Agreement which will expressly identify the Option as a
NQSO (“SHARE OPTION AGREEMENT”), and, except as otherwise required by the terms
of Section 7 hereof, will be in such form and contain such provisions (which
need not be the same for each Participant) as the Committee may from time to
time approve, and which will comply with and be subject to the terms and
conditions of this Plan.



          5.2 Date of Grant. The date of grant of an Option will be the date
on which the Committee makes the determination to grant such Option, unless
otherwise specified by the Committee. The Share Option Agreement and a copy of
this Plan will be delivered to the Participant within a reasonable time after
the granting of the Option.



          5.3 Exercise Period. Options may be exercisable within the times
or upon the events determined by the Committee as set forth in the Share Option
Agreement governing such Option; provided, however, that no Option will be
exercisable after the expiration of ten (10) years from the date the Option is
granted; and provided further that no Option granted to a person who is not an
employee of the Company or any Parent or Subsidiary of the Company on the date
of grant of that Option will be exercisable after the expiration of five (5)
years from the date the Option is granted. The Committee also may provide for
Options to become exercisable at one time or from time to time, periodically or
otherwise, in such number of Shares or percentage of Shares as the Committee
determines.



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          5.4 Exercise Price. The Exercise Price of an Option will be
determined by the Committee when the Option is granted. In no event may the
Exercise Price of an Option be less than the par value of the Shares. Payment
for the Shares purchased may be made in accordance with Section 7 of this Plan.



          5.5 Method of Exercise.




	       	(a)	  	Options may be exercised only by delivery to the Company (or
as the Company may direct) of a written share option exercise
agreement (the “EXERCISE AGREEMENT”) (in the case of a written
Exercise Agreement, in the form approved by the Board or the
Committee, which need not be the same for each Participant),
in each case stating the number of Shares being purchased, the
restrictions imposed on the Shares purchased under such
Exercise Agreement, if any, and such representations and
agreements regarding Participant’s investment intent and
access to information and other matters, if any, as may be
required or desirable by the Company to comply with applicable
securities laws, together with payment in full of the Exercise
Price for the number of Shares being purchased.
	 
	       	(b)	  	A written Exercise Agreement may be communicated
electronically through the use of such security device
(including, without limitation, any logon identifier,
password, personal identification number, smartcard, digital
certificate, digital signature, encryption device, electronic
key, and/or other code or any access procedure incorporating
any one or more of the foregoing) as may be designated by the
Board or the Committee for use in conjunction with the Plan
from time to time (“SECURITY DEVICE”), or via an electronic
page, site, or environment designated by the Company which is
accessible only through the use of such Security Device, and
such written Exercise Agreement shall thereby be deemed to
have been sent by the designated holder of such Security
Device. The Company (or its agent) may accept and act upon any
written Exercise Agreement issued and/or transmitted through
the use of the Participant’s Security Device (whether actually
authorized by the Participant or not) as his authentic and
duly authorized Exercise Agreement and the Company (or its
agent) may treat such Exercise Agreement as valid and binding
on the Participant notwithstanding any error, fraud, forgery,
lack of clarity or misunderstanding in the terms of such
Exercise Agreement. All written Exercise Agreements issued
and/or transmitted through the use of the Participant’s
Security Device (whether actually authorized by the
Participant or not) are irrevocable and binding on the
Participant upon transmission to the Company (or as the
Company may direct) and the Company (or its agent) shall be
entitled to effect, perform or process such Exercise Agreement
without the Participant’s further consent and without further
reference to the Participant.
	 
	       	(c)	  	The Company’s records of the Exercise Agreements (whether
delivered or communicated electronically or in printed form),
and its record of any transactions maintained by any relevant
person authorized by the Company relating to or connected with
the Plan, whether stored in audio, electronic, printed or
other form, shall be binding and conclusive on the Participant
and shall be conclusive evidence of such Exercise Agreements
and/or transactions. All such records shall be admissible in
evidence and, in the case of a written Exercise Agreement
which has been communicated electronically, the Participant
shall not challenge or dispute the admissibility, reliability,
accuracy or the authenticity of the contents of such records
merely on the basis that such records were incorporated and/or
set out in electronic form or were produced by or are the
output of a computer system, and the Participant waives any of
his rights (if any) to so object.



          5.6 Termination. Notwithstanding the exercise periods set forth in
the Share Option Agreement, exercise of an Option will always be subject to the
following:

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	       	(a)	  	If the Participant is Terminated for any reason except death
or Disability, then the Participant may exercise such
Participant’s Options only to the extent that such Options
would have been exercisable upon the Termination Date no later
than three (3) months after the Termination Date (or such
shorter or longer time period not exceeding five (5) years as
may be determined by the Committee), but in any event no later
than the expiration date of the Options.
	 
	       	(b)	  	If the Participant is Terminated because of the Participant’s
death or Disability (or the Participant dies within three (3)
months after a Termination other than for Cause or because of
the Participant’s Disability), then the Participant’s Options
may be exercised only to the extent that such Options would
have been exercisable by the Participant on the Termination
Date and must be exercised by the Participant (or the
Participant’s legal representative or authorized assignee) no
later than twelve (12) months after the Termination Date (or
such shorter or longer time period not exceeding five (5)
years as may be determined by the Committee), but in any event
no later than the expiration date of the Options.
	 
	       	(c)	  	If the Participant is Terminated for Cause, then the
Participant’s Options shall expire on such Participant’s
Termination Date, or at such later time and on such conditions
as are determined by the Committee (but in any event, no later
than the expiration date of the Options).



          5.7 Limitations on Exercise. The Committee may specify a
reasonable minimum number of Shares that may be purchased on any exercise of an
Option, provided that such minimum number will not prevent the Participant from
exercising the Option for the full number of Shares for which it is then
exercisable.



          5.8 Modification, Extension or Renewal. The Committee may modify,
extend or renew outstanding Options and authorize the grant of new Options in
substitution therefor, provided that any such action may not, without the
written consent of a Participant, impair any of such Participant’s rights under
any Option previously granted, and provided further that the exercise period of
any Option may not in any event be extended beyond the periods specified in
Section 5.3.



     6. SHARE BONUSES. The Committee may grant Share Bonuses and will
determine the number of Shares subject to the Share Bonus, the Purchase Price of
the Shares subject to the Share Bonus, and all other terms and conditions of the
Share Bonus, subject to the following:


          6.1 Awards of Share Bonuses. Share Bonuses may be awarded pursuant
to an Award Agreement (the “SHARE BONUS AGREEMENT”) that will be in such form
(which need not be the same for each Participant) as the Committee will from
time to time approve, and will comply with and be subject to the terms and
conditions of this Plan. Share Bonuses provide the Participant with the right to
receive a specified number of Shares at the end of a specified vesting period,
or periods, not to exceed, in the case of Participants who are employees of the
Company or any Parent or Subsidiary of the Company, ten (10) years from the date
of grant of the Share Bonus, and, in the case of Participants who are not
employees of the Company or any Parent or Subsidiary of the Company, five (5)
years from the date of grant of the Share Bonus (“VESTING PERIODS”) upon receipt
of the Purchase Price, and may provide that such number will be increased, or
the right to receive Shares accelerated, upon the satisfaction of specified
performance goals. Share Bonuses may vary from Participant to Participant and
between groups of Participants, and may be based upon the achievement of the
Company, Parent or Subsidiary and/or individual performance factors or upon such
other criteria as the Committee may determine.



          6.2 Terms of Share Bonuses. The Committee will determine the
number of Shares to be awarded to the Participant pursuant to a Share Bonus. If
the Share Bonus is being earned upon the satisfaction of performance goals
pursuant to a Share Bonus Agreement, then the Committee will: (a) determine the
nature, length and starting date of any Performance Period for each Share Bonus;
(b) determine the applicable performance goals and Performance Factors, if any;
(c) determine the total number of Shares that may be awarded to the Participant,
(d)

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determine the number of Shares that will be issued in each Performance Period
and the effect thereon of the satisfaction of the Performance Factors, including
any provision for acceleration of issuance of Shares, or increase in the number
of such Shares, and (e) determine whether any payment will be required for the
issuance of such Shares other than satisfaction of the Performance Factors and
the payment of the Purchase Price.



          The Committee shall, as soon as practicable after the end of each
Vesting Period or, as the case may be, Performance Period, determine the extent
to which the Share Bonuses have vested or have been earned, and shall thereafter
procure the allotment and issuance to the Participant of the Shares to the
extent vested and/or earned against payment of the Purchase Price. Performance
Periods may overlap and Participants may participate simultaneously with respect
to Share Bonuses that are subject to different Performance Periods and different
performance goals and other criteria. The number of Shares may be fixed or may
vary in accordance with such performance goals and criteria as may be determined
by the Committee. The Committee may adjust the performance goals applicable to
the Share Bonuses to take into account changes in law and accounting or tax
rules and to make such adjustments as the Committee deems necessary or
appropriate to reflect the impact of extraordinary or unusual items, events or
circumstances to avoid windfalls or hardships.



          6.3 Date of Grant. The date of grant of a Share Bonus will be the
date on which the Committee makes the determination to grant such Share Bonus,
unless otherwise specified by the Committee. The Share Bonus Agreement and a
copy of this Plan will be delivered to the Participant within a reasonable time
after the granting of the Share Bonus.



          6.4 Purchase Price. The Purchase Price for each Share subject to a
Share Bonus will be equal to the par value of each such Share. Payment of the
Purchase Price for the Shares subject to a Share Bonus may be made in accordance
with Section 7 of this Plan.



          6.5 Termination. The Share Bonus and all of the Company’s
obligations and the Participant’s rights under the Plan and the Share Bonus
Agreement (except the right to receive Shares already vested and Shares already
earned), shall terminate on the earlier of the Participant’s Termination Date or
the date when all the Shares have been allotted and issued.



          6.6 Modification, Extension or Renewal. The Committee may modify,
extend or renew outstanding Share Bonuses and authorize the grant of new Share
Bonuses in substitution therefor, provided that any such action may not, without
the written consent of a Participant, impair any of such Participant’s rights
under any Share Bonus previously granted.



     7. PAYMENT FOR SHARE PURCHASES.


          7.1 Payment. Payment for Shares purchased pursuant to this Plan
may be made in cash (by check) or, where expressly approved for the Participant
by the Committee and where permitted by law:




	(a)	  	by cancellation of indebtedness of the Company to the
Participant;
	 
	(b)	  	by waiver of compensation due or accrued to the Participant
for services rendered;
	 
	(c)	  	with respect only to purchases upon exercise of an Option, and
provided that a public market for the Company’s Shares exists:




	       	(1)	  	through a “same day sale” commitment from the
Participant and a broker-dealer that is a member of the
National Association of Securities Dealers (an “NASD
DEALER”) whereby the Participant irrevocably elects to
exercise the Option and to sell a portion of the Shares
so purchased to pay for the Exercise Price, and whereby
the NASD Dealer irrevocably commits upon receipt of such
Shares to forward the Exercise Price directly to the
Company; or



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	 	(2)	  	 through a “margin” commitment from the Participant and a
NASD Dealer whereby the Participant irrevocably elects
to exercise the Option and to pledge the Shares so
purchased to the NASD Dealer in a margin account as
security for a loan from the NASD Dealer in the amount
of the Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to
forward the Exercise Price directly to the Company;




	(d)	  	conversion of a convertible note issued by the Company, the
terms of which provide that it is convertible into Shares
issuable pursuant to the Plan (with the principal amount and
any accrued interest being converted and credited dollar for
dollar to the payment of the Exercise Price or, as the case
may be, the Purchase Price);
	 
	(e)	  	by the Company, as permitted by applicable laws; or
	 
	(f)	  	by any combination of the foregoing.



     8. WITHHOLDING TAXES. Whenever Shares are to be issued in satisfaction
of Awards granted under this Plan, the Company may require the Participant to
remit to the Company an amount sufficient to satisfy federal, state and local
withholding tax requirements prior to the delivery of any certificate or
certificates for such Shares. Whenever, under this Plan, payments in
satisfaction of Awards are to be made in cash, such payment will be net of an
amount sufficient to satisfy federal, state, and local withholding tax
requirements.


     9. TRANSFERABILITY.


          9.1 Except as otherwise provided in this Section 9, Awards granted
under this Plan, and any interest therein, will not be transferable or
assignable by a Participant, and may not be made subject to execution,
attachment or similar process, otherwise than by will or by the laws of descent
and distribution or as determined by the Committee and set forth in the Award
Agreement with respect to Awards. Notwithstanding the foregoing, (i)
Participants may transfer or assign their Awards to Family Members through a
gift or a domestic relations order (and not in a transfer for value), and (ii)
if the terms of the applicable instrument evidencing the grant of an Award so
provide, Participants who reside outside of the United States and Singapore may
assign their Awards to a financial institution outside of the United States and
Singapore that has been approved by the Committee, in accordance with the terms
of the applicable instrument. The Participant shall be solely responsible for
effecting any such assignment, and for ensuring that such assignment is valid,
legal and binding under all applicable laws. The Committee shall have the
discretion to adopt such rules as it deems necessary to ensure that any
assignment is in compliance with all applicable laws.



          9.2 NQSOs. Unless otherwise restricted by the Committee, an NQSO
shall be exercisable: (i) during the Participant’s lifetime only by (A) the
Participant, (B) the Participant’s guardian or legal representative, (C) a
Family Member of the Participant who has acquired the NQSO by “permitted
transfer;” as defined below, (ii) by a transferee that is permitted pursuant to
clause (ii) of Section 9.1, for such period as may be authorized by the terms of
the applicable instrument evidencing the grant of the applicable Option, or by
the Committee, and (iii) after Participant’s death, by the legal representative
of the Participant’s heirs or legatees. “Permitted transfer” means any transfer
of an interest in such NQSO by gift or domestic relations order effected by the
Participant during the Participant’s lifetime. A permitted transfer shall not
include any transfer for value; provided that the following shall be permitted
transfers and shall not be considered to be transfers for value: (a) a transfer
under a domestic relations order in settlement of marital property rights or (b)
a transfer to an entity in which more than fifty percent of the voting interests
are owned by Family Members or the Participant in exchange for an interest in
that entity.



     10. PRIVILEGES OF SHARE OWNERSHIP. No Participant will have any of the
rights of a shareholder with respect to any Shares until the Shares are issued
to the Participant. After Shares are issued to the Participant, the Participant
will be a shareholder and have all the rights of a shareholder with respect to
such Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares.


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     11. CERTIFICATES. All certificates for Shares or other securities
delivered under this Plan will be subject to such share transfer orders, legends
and other restrictions as the Committee may deem necessary or advisable,
including restrictions under any applicable federal, state or foreign securities
law, or any rules, regulations and other requirements of the SEC or any stock
exchange or automated quotation system upon which the Shares may be listed or
quoted.


     12. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or
from time to time and subject to compliance with all applicable laws and
regulations, authorize the Company, with the consent of the respective
Participants, to issue new Awards in exchange for the surrender and cancellation
of any or all outstanding Awards. The Committee may at any time and subject to
compliance with all applicable laws and regulations buy from a Participant an
Award previously granted with payment in cash, Shares or other consideration,
based on such terms and conditions as the Committee and the Participant may
agree.


     13. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be
effective unless such Award is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed or quoted, as they are in effect on the date of grant
of the Award and also on the date of exercise or other issuance. Notwithstanding
any other provision in this Plan, the Company will have no obligation to issue
or deliver certificates for Shares under this Plan prior to: (a) obtaining any
approvals from governmental agencies that the Company determines are necessary
or advisable; and/or (b) completion of any registration or other qualification
of such Shares under any state or federal law or ruling of any governmental body
that the Company determines to be necessary or advisable. The Company will be
under no obligation to register the Shares with the SEC or to effect compliance
with the registration, qualification or listing requirements of any state
securities laws, stock exchange or automated quotation system, and the Company
will have no liability for any inability or failure to do so.


     14. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted
under this Plan will confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Company or any Parent or Subsidiary of the Company or limit in any way the right
of the Company or any Parent or Subsidiary of the Company to terminate
Participant’s employment or other relationship at any time, with or without
cause.


     15. CORPORATE TRANSACTIONS.


          15.1 Assumption or Replacement of Awards by Successor. In the
event of (a) a dissolution or liquidation of the Company, (b) a merger or
consolidation in which the Company is not the surviving corporation (other than
a merger or consolidation with a wholly-owned subsidiary, a reincorporation of
the Company in a different jurisdiction, or other transaction in which there is
no substantial change in the shareholders of the Company or their relative share
holdings and the Awards granted under this Plan are assumed, converted or
replaced by the successor corporation, which assumption will be binding on all
Participants), (c) a merger in which the Company is the surviving corporation
but after which the shareholders of the Company immediately prior to such merger
(other than any shareholder that merges, or which owns or controls another
corporation that merges, with the Company in such merger) cease to own their
shares or other equity interest in the Company, (d) the sale of substantially
all of the assets of the Company, or (e) the acquisition, sale, or transfer of
more than 50% of the outstanding shares of the Company by tender offer or
similar transaction (each, a “CORPORATE TRANSACTION”), each Option which is at
the time outstanding under this Plan shall automatically accelerate so that each
such Option shall, immediately prior to the specified effective date for the
Corporate Transaction, become fully exercisable with respect to the total number
of Shares at the time subject to such Option and may be exercised for all or any
portion of such Shares. However, subject to the specific terms of a
Participant’s Award Agreement, an outstanding Option under this Plan shall not
so accelerate if and to the extent: (i) such Option is, in connection with the
Corporate Transaction, either to be assumed by the successor corporation or
parent thereof or to be replaced with a comparable Option to purchase shares of
the capital share of the successor corporation or parent thereof, (ii) such
Option is to be replaced with a cash incentive program of the successor
corporation which preserves the Option spread existing at the time of the
Corporate Transaction and provides for subsequent payout in accordance with the
same vesting schedule applicable to such

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Option or (iii) the acceleration of such Option is subject to other limitations
imposed by the Committee at the time of the Option grant. The determination of
Option comparability under clause (i) above shall be made by the Committee, and
its determination shall be final, binding and conclusive.


          15.2 Other Treatment of Awards. Subject to any greater rights
granted to Participants under the foregoing provisions of this Section 15 or
other specific terms of a Participant’s Award Agreement, in the event of the
occurrence of any Corporate Transaction described in Section 15.1, any
outstanding Awards will be treated as provided in the applicable agreement or
plan of merger, consolidation, dissolution, liquidation, or sale of assets.



          15.3 Assumption of Awards by the Company. The Company, from time to
time, also may substitute or assume outstanding awards granted by another
company, whether in connection with an acquisition of such other company or
otherwise, by either; (a) granting an Award under this Plan in substitution of
such other company’s award; or (b) assuming such award as if it had been granted
under this Plan if the terms of such assumed award could be applied to an Award
granted under this Plan. Such substitution or assumption will be permissible if
the holder of the substituted or assumed award would have been eligible to be
granted an Award under this Plan if the other company had applied the rules of
this Plan to such grant. In the event the Company assumes an award granted by
another company, the terms and conditions of such award will remain unchanged
(except that the Exercise Price and the number and nature of Shares issuable
upon exercise of any such Option will be adjusted appropriately pursuant to
Section 424(a) of the Code). In the event the Company elects to grant a new
Option rather than assuming an existing Option, such new Option may be granted
with a similarly adjusted Exercise Price.



     16. ADOPTION. This Plan will become effective on the date on which the
Board adopts the Plan (the “EFFECTIVE DATE”).


     17. TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided
herein, this Plan will terminate ten (10) years from the date this Plan is
adopted by the Board. This Plan and all agreements thereunder shall be governed
by and construed in accordance with the laws of the State of California.


     18. AMENDMENT OR TERMINATION OF PLAN. The Board has complete and
exclusive power and authority to amend or modify the Plan (or any component
thereof) in any or all respects whatsoever. However, no such amendment or
modification shall adversely affect rights and obligations with respect to
Awards at the time outstanding under the Plan, unless the Participant consents
to such amendment.


          The Board may at any time terminate or amend this Plan in any
respect, including without limitation amendment of any form of Award Agreement
or instrument to be executed pursuant to this Plan.



     19. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the
Board nor any provision of this Plan will be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of share options and bonuses otherwise than under this Plan, and such
arrangements may be either generally applicable or applicable only in specific
cases.


     20. DEFINITIONS. As used in this Plan, the following terms will have the
following meanings:


          “AWARD” means any Options or Share Bonuses granted under this Plan.



          “AWARD AGREEMENT” means, with respect to each Award, the signed
written agreement between the Company and the Participant setting forth the
terms and conditions of the Award.



          “BOARD” means the Board of Directors of the Company.



          “CAUSE” means (a) the commission of an act of theft, embezzlement,
fraud, dishonesty, (b) a breach of fiduciary duty to the Company or a Parent or
Subsidiary of the Company or (c) a failure to materially perform the customary
duties of the employee’s employment.



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          “CODE” means the Internal Revenue Code of 1986, as amended.



          “COMMITTEE” means the Compensation Committee of the Board.



          “COMPANY” means Flextronics International Ltd. or any successor
corporation.



          “DISABILITY” means total and permanent disability as defined in
Section 22(e)(3) of the Code.



          “EXCHANGE ACT” means the Securities Exchange Act of 1934, as
amended.



          “EXERCISE PRICE” means the price at which a holder of an Option may
purchase the Shares issuable upon exercise of the Option.



          “FAIR MARKET VALUE” means, as of any date, the value of the Shares
determined as follows:




	       	(a)	  	if such Shares are then quoted on the Nasdaq National Market,
the closing price of such Shares on the Nasdaq National Market
on the date of determination as reported in The Wall Street
Journal;
	 
	       	(b)	  	if such Shares are publicly traded and are then listed on a
national securities exchange, the closing price of such Shares
on the date of determination on the principal national
securities exchange on which the Shares are listed or admitted
to trading as reported in The Wall Street Journal;
	 
	       	(c)	  	if such Shares are publicly traded but are not quoted on the
Nasdaq National Market nor listed or admitted to trading on a
national securities exchange, the average of the closing bid
and asked prices on the date of determination as reported in
The Wall Street Journal; or
	 
	       	(d)	  	if none of the foregoing is applicable, by the Committee in
good faith.
	 
	       	“FAMILY MEMBER” includes any of the following:
	 
	       	(a)	  	child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law of the Participant, including any such person
with such relationship to the Participant by adoption;
	 
	       	(b)	  	any person (other than a tenant or employee) sharing the
Participant’s household;
	 
	       	(c)	  	a trust in which the persons in (a) and (b) have more than
fifty percent of the beneficial interest;
	 
	       	(d)	  	a foundation in which the persons in (a) and (b) or the
Participant control the management of assets; or
	 
	       	(e)	  	any other entity in which the persons in (a) and (b) or the
Participant own more than fifty percent of the voting
interest.



          “INSIDER” means an officer or director of the Company or any other
person whose transactions in the Company’s Shares are subject to Section 16 of
the Exchange Act.



          “OPTION” means an award of an option to purchase Shares pursuant to
Sections 5.

9








 



           “PARENT” means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if each of such
corporations other than the Company owns shares possessing more than 50% of the
total combined voting power of all classes of shares in one of the other
corporations in such chain.



          “PARTICIPANT” means a person who receives an Award under this Plan.



          “PERFORMANCE FACTORS” means such factors as may be selected by the
Committee, in it sole discretion, including, but not limited to, the following
measures, to determine whether the performance goals established by the
Committee and applicable to Awards have been satisfied:




	(a)	  	Net revenue and/or net revenue growth;
	 
	(b)	  	Earnings before income taxes and amortization and/or earnings
before income taxes and amortization growth;
	 
	(c)	  	Operating income and/or operating income growth;
	 
	(d)	  	Net income and/or net income growth;
	 
	(e)	  	Earnings per share and/or earnings per share growth;
	 
	(f)	  	Total shareholder return and/or total shareholder return
growth;
	 
	(g)	  	Return on equity;
	 
	(h)	  	Operating cash flow return on income;
	 
	(i)	  	Adjusted operating cash flow return on income;
	 
	(j)	  	Economic value added;
	 
	(k)	  	Cash conversion cycle;
	 
	(l)	  	Return on Invested Capital; and
	 
	(k)	  	Individual confidential business objectives.



     It is in the sole discretion of the Committee to determine if any extraordinary,
unusual or one-time charges are to be included or excluded in such Performance
Factors.


          “PERFORMANCE PERIOD” means the period of service determined by the
Committee, not to exceed five years, during which years of service or
performance is to be measured for Share Bonuses.



          “PLAN” means this Flextronics International Ltd. 2002 Interim
Incentive Plan, as amended from time to time.



          “PURCHASE PRICE” means the price at which a holder of a Share Bonus
may purchase the Shares issuable pursuant to the Share Bonus.



          “SEC” means the Securities and Exchange Commission.



          “SECURITIES ACT” means the Securities Act of 1933, as amended.



10








 


          “SHARES” means ordinary shares of par value S$0.01 each in the
capital of the Company reserved for issuance under this Plan, as adjusted
pursuant to Sections 2 and 15, and any successor security.



          “SHARE BONUS” means an award of Shares pursuant to Section 6.



          “SUBSIDIARY” means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain owns shares
possessing more than 50% of the total combined voting power of all classes of
shares in one of the other corporations in such chain.



          “TERMINATION” or “TERMINATED” means, for purposes of this Plan with
respect to a Participant, that the Participant has for any reason ceased to
provide services as an employee, officer or director to the Company or a Parent
or Subsidiary of the Company. An employee will not be deemed to have ceased to
provide services in the case of (i) sick leave, (ii) military leave, or (iii)
any other leave of absence approved by the Committee. In the case of any
employee on an approved leave of absence, the Committee may make such provisions
respecting suspension of vesting of the Award while on leave from the employ of
the Company or a Subsidiary as it may deem appropriate, except that in no event
may an Option be exercised after the expiration of the term set forth in the
Share Option Agreement. The Committee will have sole discretion to determine
whether a Participant has ceased to provide services and the effective date on
which the Participant ceased to provide services (the “TERMINATION DATE”).



11








 



NO.________


FLEXTRONICS INTERNATIONAL LTD.


NOTICE OF GRANT OF STOCK OPTION

2002 INTERIM INCENTIVE PLAN


          This Notice of Grant of Stock Option (the “Notice”) is made and entered
into as of the date of grant set forth below (the “Date of Grant”) by and
between Flextronics International Ltd., a Singapore corporation (the
“Company”), and the participant named below (the “Participant”). Capitalized
terms not defined herein shall have the meaning ascribed to them in the
Company’s 2002 Interim Incentive Plan (the “Plan”) and Share Option Agreement.



	 	 	 
	Participant:	 	 
	 	 	 
	Total Option Shares:	 	 
	 	 	 
	Exercise Price Per Share:	 	 
	 	 	 
	Date of Grant:	 	 
	 	 	 
	First Vesting Date:	 	 
	 	 	 
	Expiration Date:	 	 
	 	 	 
	Type of Stock Option:	 	 
	 	 	 
	Exercisability:	 	
Exercisable as Vest
	 	 	 
	Vesting Schedule:	 	
Provided Participant continues to provide services to
the Company or to any Parent or Subsidiary of the
Company, the shares issuable upon exercise of this
Option will become vested with respect to twenty-five
percent (25%) of the Total Option Shares on the First
Vesting Date set forth above and thereafter on the same
date of each succeeding month after the First Vesting
Date with respect to the balance of the Total Option
Shares in a series of thirty-six (36) equal and
successive monthly installments until vested with
respect to one hundred percent (100%) of the Total
Option Shares.



     Participant understands and agrees that this Option is granted subject to
and in accordance with the express terms and conditions of the Plan.
Participant further agrees to be bound by the terms and conditions of the Plan
and the terms and conditions of the Share Option Agreement referred to as the
2002 Interim Incentive Plan . Participant also acknowledges receipt of a copy
of the official Plan referred to as the 2002 Interim Incentive Plan. The 2002
Interim Incentive Plan is available on the Corporate website and Participant
hereby agrees that said Plan is deemed delivered to the Participant. The Plan
is also available at the offices of the Company.



	 	 	 
	 	 	FLEXTRONICS INTERNATIONAL LTD.
	 	 	 
	 	 	
By: _____________________________________
	 	 	 
	 	 	
Title: _____________________________________
	 	 	 
	 	 	________________________________________

PARTICIPANT SIGNATURE                    DATE




 






 



No._____


FLEXTRONICS INTERNATIONAL LTD.

2002 INTERIM INCENTIVE PLAN

SHARE OPTION AGREEMENT


          1.     Grant of Option. Flextronics International Ltd. (the “Company”) hereby
grants to Participant an option (this “Option”) to purchase the total number of
Shares set forth in the Notice of Grant of Stock Option (the “Notice”) as Total
Option Shares at the Exercise Price Per Share set forth in the Notice (the
“Exercise Price”), subject to all of the terms and conditions of this
Agreement, the Notice and the 2002 Interim Incentive Plan (the “Plan”).
Capitalized terms not defined herein shall have the meaning ascribed to them in
the Plan.


          2.     Vesting; Exercise Period.


               2.1 Vesting of Right to Exercise Option. This Option shall be exercisable
as indicated in the Notice. Subject to the terms and conditions of the Plan,
the Notice and this Agreement, this Option shall vest and become exercisable as
to portions of the Shares pursuant to the Vesting Schedule specified in the
Notice. If application of the vesting percentage causes a fractional share,
such share shall be rounded down to the nearest whole share for each month
except for the last month in such vesting period, at the end of which last
month this Option shall become vested for the full remainder of the Shares.
This Option shall cease to vest upon Participant’s Termination and Participant
shall in no event be entitled under this Option to purchase a number of Shares
greater than the Total Option Shares as set forth in the Notice.



               2.2 Expiration. This Option shall expire on the Expiration Date set forth
in the Notice and must be exercised, if at all, on or before the earlier of the
Expiration Date or the date on which this Option is earlier terminated in
accordance with the provisions of Section 3. Provided that, in the event that
this Option is assigned with respect to any Shares to a financial institution
in accordance with Section 6, then the Option insofar as it relates to the
Shares so assigned shall expire at the close of business on the third trading
day after the date of such assignment.



          3.     Termination.


               3.1 Termination for Any Reason Except Death, Disability or Cause. If
Participant is Terminated for any reason except Participant’s death, Disability
or Cause, then this Option, to the extent (and only to the extent) that it is
vested in accordance with the schedule set forth in the Notice on the
Termination Date, may be exercised by the Participant no later than three (3)
months after the Termination Date, but in any event no later than the
Expiration Date.



               3.2 Termination Because of Death or Disability. If Participant is
Terminated because of death or Disability of Participant (or the Participant
dies within three (3) months after Termination other than for Cause or because
of Disability), then this Option, to the extent that it is vested in accordance
with the schedule set forth in the Notice on the Termination Date, may be
exercised by Participant (or Participant’s legal representative or authorized
assignee) no later than twelve (12) months after the Termination Date, but in
any event no later than the Expiration Date.



               3.3 Termination for Cause. If Participant is Terminated for Cause, this
Option will expire on the Participant’s Termination Date.



               3.4 No Obligation to Employ. Nothing in the Plan or this Agreement shall
confer on Participant any right to continue in the employ of, or other
relationship with, the Company or any Parent or Subsidiary of the Company, or
limit in any way the right of the Company or any Parent or Subsidiary of the
Company to terminate Participant’s employment or other relationship at any
time, with or without cause.



 






 





          4.     Manner of Exercise.


               4.1 Share Option Exercise Agreement. To exercise this Option, Participant
(or any assignee of Participant permitted under this Option, or in the case of
exercise after Participant’s death, Participant’s executor, administrator, heir
or legatee, as the case may be) must deliver to the Company an executed share
option exercise agreement in the form attached hereto as Exhibit A, or in such
other form as may be approved by the Company from time to time (the “Exercise
Agreement”), which shall set forth, inter alia, Participant’s election to
exercise this Option, the number of Shares being purchased, any restrictions
imposed on the Shares and any representations, warranties and agreements
regarding Participant’s investment intent and access to information as may be
required by the Company to comply with applicable securities laws. If someone
other than Participant exercises this Option, then such person must submit
documentation reasonably acceptable to the Company that such person has the
right to exercise this Option.



               4.2 Limitations on Exercise. This Option may not be exercised unless such
exercise is in compliance with all applicable federal and state securities
laws, as they are in effect on the date of exercise. This Option may not be
exercised as to fewer than 100 Shares unless it is exercised as to all Shares
as to which this Option is then exercisable.



               4.3 Payment. The Exercise Agreement shall be accompanied by full payment
of the Exercise Price for the Shares being purchased in cash (by check), or
where permitted by law:




	 	(a)	 	by cancellation of indebtedness of the Company to the
Participant;
	 
	 	(b)	 	by waiver of compensation due or accrued to Participant for
services rendered;
	 
	 	(c)	 	provided that a public market for the Shares exists: (1) through
a “same day sale” commitment from Participant and a broker-dealer that
is a member of the National Association of Securities Dealers (an
“NASD Dealer”) whereby Participant irrevocably elects to exercise this
Option and to sell a portion of the Shares so purchased to pay for the
Exercise Price and whereby the NASD Dealer irrevocably commits upon
receipt of such Shares to forward the exercise price directly to the
Company; or (2) through a “margin” commitment from Participant and an
NASD Dealer whereby Participant irrevocably elects to exercise this
Option and to pledge the Shares so purchased to the NASD Dealer in a
margin account as security for a loan from the NASD Dealer in the
amount of the Exercise Price, and whereby the NASD Dealer irrevocably
commits upon receipt of such Shares to forward the Exercise Price
directly to the Company; or
	 
	 	(d)	 	by any combination of the foregoing.



               4.4 Tax Withholding. Prior to the issuance of the Shares upon exercise of
this Option, Participant must pay or provide for any applicable federal or
state withholding obligations of the Company. If the Committee permits, and
subject to compliance with all applicable laws and regulations, Participant may
provide for payment of withholding taxes upon exercise of this Option by
requesting that the Company withhold from the Shares to be issued that number
of Shares with a Fair Market Value equal to the minimum amount of taxes
required to be withheld. In such case, the Company shall only issue the net
number of Shares to the Participant by deducting the Shares withheld from the
Shares issuable upon exercise.



               4.5 Issuance of Shares. Provided that the Exercise Agreement and payment
are in form and substance satisfactory to counsel for the Company, the Company
shall issue the Shares registered in the name of Participant, Participant’s
authorized assignee, or Participant’s legal representative, and shall deliver
certificates representing the Shares with the appropriate legends affixed
thereto.



          5.     Compliance with Laws and Regulations. The exercise of this Option and
the issuance and allotment of Shares shall be subject to compliance by the
Company and Participant with all applicable requirements of federal and state
securities laws and with all applicable requirements of any stock exchange on


2






 




which the Shares may be listed at the time of such issuance or allotment.
Participant understands that the Company is under no obligation to register or
qualify the Shares with the Securities and Exchange Commission, any state
securities commission or any stock exchange to effect such compliance.


          6.     Nontransferability of Option. Except as set forth in Section 9.1 of
the Plan, this Option may not be transferred in any manner other than by will
or by the laws of descent and distribution and may be exercised during the
lifetime of Participant only by Participant. In the event that the Participant
assigns this Option (but only with respect to the Shares for which the Option
is then exercisable pursuant to Section 2.1) to a financial institution outside
the United States and Singapore approved by the Company, the Participant shall
upon such assignment deliver to the Company a Notice of Assignment in the form
of Exhibit B hereto, upon receipt of which the Company may issue to the
Participant a letter confirming the balance number (if any) of the Shares
comprised in this Option following such assignment. The terms of this Option
shall be binding upon the executors, administrators, successors and assigns of
Participant.


          7.     Tax Consequences. Set forth below is a brief summary as of the
Effective Date of the Plan of some of the federal and California tax
consequences of exercise of the Option and disposition of the Shares. THIS
SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE
SUBJECT TO CHANGE. PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING
THE OPTION OR DISPOSING OF THE SHARES.


               7.1 Exercise of Nonqualified Share Option. If the Option does not
qualify as an ISO, there may be a regular federal and California income tax
liability upon the exercise of the Option. Participant will be treated as
having received compensation income (taxable at ordinary income tax rates)
equal to the excess, if any, of the Fair Market Value of the Shares on the
date of exercise over the Exercise Price. If Participant is a current or
former employee of the Company, the Company may be required to withhold from
Participant’s compensation or collect from Participant and pay to the
applicable taxing authorities an amount equal to a percentage of this
compensation income at the time of exercise.



               7.2 Disposition of Shares. The following tax consequences may apply upon
disposition of the Shares.



                    (a) Nonqualified Share Options. If the Shares are held for more than
twelve (12) months after the date of the transfer of the Shares pursuant to the
exercise of an NQSO, any gain realized on disposition of the Shares will be
treated as long-term capital gain.



                    (b) Withholding. The Company may be required to withhold from the
Participant’s compensation or collect from the Participant and pay to the
applicable taxing authorities an amount equal to a percentage of this
compensation income.



          8.     Privileges of Share Ownership. Participant shall not have any of the
rights of a shareholder with respect to any Shares until Participant exercises
this Option and pays the Exercise Price.


          9.     Interpretation. Any dispute regarding the interpretation of this
Agreement shall be submitted by Participant or the Company to the Committee for
review. The resolution of such a dispute by the Committee shall be final and
binding on the Company and Participant.


          10.     Entire Agreement. The Plan is incorporated herein by reference. This
Agreement, the Notice, the Plan and the Exercise Agreement constitute the
entire agreement and understanding of the parties hereto with respect to the
subject matter hereof and supersede all prior understandings and agreements
with respect to such subject matter.


          11.     Notices. Any notice required to be given or delivered to the Company
under the terms of this Agreement shall be in writing and addressed to the
Corporate Treasurer of the Company at its principal corporate offices at 2090
Fortune Drive, San Jose, California 95131. Any notice required to be given or
delivered to


3






 




Participant shall be in writing and addressed to Participant at the address
indicated above or to such other address as such party may designate in writing
from time to time to the Company. All notices shall be deemed to have been
given or delivered upon: personal delivery; three (3) days after deposit in
the United States mail by certified or registered mail (return receipt
requested); one (1) business day after deposit with any return receipt express
courier (prepaid); or one (1) business day after transmission by fax or
telecopier.


          12.     Successors and Assigns. The Company may assign any of its rights
under this Agreement. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer set forth herein, this Agreement shall be binding upon
Participant and Participant’s heirs, executors, administrators, legal
representatives, successors and assigns.


          13.     Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.


          14.     Acceptance. Participant hereby acknowledges receipt of a copy of the
Plan and this Agreement. Participant has read and understands the terms and
provisions thereof, and accepts this Option subject to all the terms and
conditions of the Plan and this Agreement. Participant acknowledges that there
may be adverse tax consequences upon exercise of this Option or disposition of
the Shares and that the Company has advised Participant to consult a tax
advisor prior to such exercise or disposition.


[The remainder of this page is intentionally left blank.]


4






 





          IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
in duplicate by its duly authorized representative and Participant has executed
this Agreement in duplicate as of the Date of Grant as set forth in the Notice.



	 	 	 
	FLEXTRONICS INTERNATIONAL LTD	 	
PARTICIPANT
	 	 	 
	By:


	 	 



	 	 	
(Signature)
	 
	 


	 	 



	 
(Please print name)	 	
(Please print name)
	 
	 


	 	 



	 
(Please print title)	 	 



5






 




Exhibit A


FLEXTRONICS INTERNATIONAL LTD.

2002 INTERIM INCENTIVE PLAN (the "Plan")

SHARE OPTION EXERCISE AGREEMENT


I hereby elect to purchase the number of Ordinary Shares of Flextronics
International Ltd. (the “Company”) as set forth below:



	 	 	 
	Participant (and/or assignee): 	 	
Number of Shares Purchased:  
	 	 	 
	Social Security Number:  	 	
Purchase Price per Share:
	 	 	 
	Address:	 	
Aggregate Purchase Price:
	 	 	 
	 	 	
Date of Option Agreement:
	 	 	 
	Type of Option:         Nonqualified Option	 	
Exact Name of Title to Shares:
	 	 	 
	 	 	
 



1.     Delivery of Purchase Price. Participant (and/or assignee) hereby delivers
to the Company the Aggregate Purchase Price, to the extent permitted in the
Notice of Grant of Stock Option (the “Notice”) and the Share Option Agreement
(the “Option Agreement”), as follows (check as applicable and complete):



	 	 	 
	o	 	
in cash (by check) in the amount of $     , receipt of which is acknowledged by the Company;
	 	 	 
	o	 	
by cancellation of indebtedness of the Company to Participant in the amount of $     ;
	 	 	 
	o	 	
by the waiver hereby of compensation due or accrued to
Participant for services rendered in the amount of $     ;
	 	 	 
	o	 	
through a “same-day-sale” commitment, delivered herewith,
from Participant and the NASD Dealer named therein, in the amount of
$     ; or
	 	 	 
	o	 	
through a “margin” commitment, delivered herewith from
Participant and the NASD Dealer named therein, in the amount of
$     



2.     Market Standoff Agreement. Participant (and/or assignee), if requested by
the Company and an underwriter of Ordinary Shares (or other securities) of the
Company, agrees not to sell or otherwise transfer or dispose of any Ordinary
Shares (or other securities) of the Company held by Participant (and/or
assignee) during the period requested by the managing underwriter following the
effective date of a registration statement of the Company filed under the
Securities Act, provided that all officers and directors of the Company are
required to enter into similar agreements. Such agreement shall be in writing
in a form satisfactory to the Company and such underwriter. The Company may
impose stop-transfer instructions with respect to the Ordinary Shares (or other
securities) subject to the foregoing restriction until the end of such period.


3.     Tax Consequences. PARTICIPANT UNDERSTANDS THAT PARTICIPANT (AND/OR
ASSIGNEE) MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PARTICIPANT’S
(AND/OR ASSIGNEE’S) PURCHASE OR DISPOSITION OF THE ORDINARY SHARES.
PARTICIPANT (AND/OR ASSIGNEE) REPRESENTS THAT PARTICIPANT (AND/OR ASSIGNEE) HAS
CONSULTED WITH ANY TAX CONSULTANT(S) PARTICIPANT (AND/OR ASSIGNEE) DEEMS
ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND THAT
PARTICIPANT (AND/OR ASSIGNEE) IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.


4.     Entire Agreement. The Plan, the Notice and the Option Agreement are
incorporated herein by reference. This Exercise Agreement, the Plan, the
Notice and the Option Agreement constitute the entire agreement and
understanding of the parties and supersede in their entirety all prior
understandings and agreements of the Company and Participant with respect to
the subject matter hereof, and are governed by California law except for that
body of law pertaining to choice of law or conflict of law.



	 	 	 	 	 
	Date: 
	 	 	 	
 
	 	 	 	 	

Signature of Participant (and/or assignee)



 






 




EXHIBIT B


NOTICE OF ASSIGNMENT

(To be signed Only Upon Assignment of Option)


Flextronics International Ltd.

36 Robinson Road #18-01

City House, Singapore 06887


     The undersigned, the holder of an option (the “Option”) to purchase an
aggregate of      ordinary shares of S$0.01 each (“Option Shares”)
in the capital of Flextronics International Ltd. (the “Company”) pursuant to a
Share Option Agreement dated      and entered into between the
undersigned and the Company, hereby gives the Company notice that the
undersigned has by an assignment dated      (the “Assignment”)
assigned absolutely to      of      (the
“Assignee”), the option to subscribe for an aggregate of      
Option Shares comprised in the Option (the “Assigned Option”).


     The undersigned hereby certifies that, unless the Assignment is being
effected pursuant to an effective registration statement under the Securities
Act, it is being effected in accordance with Rule 904 or Rule 144 under the
Securities Act and with all applicable securities laws of the states of the
United States and other jurisdictions. Accordingly, the undersigned hereby
further certifies as follows:


     (1)  Rule 904 Transfers. If the transfer is being effected in
accordance with Rule 904:


          (A) the undersigned is not a distributor of the Assigned Option, an
affiliate of the Company or any such distributor or a person acting on behalf
of any of the foregoing;



          (B) the Assignment is not made to a person in the United States;



          (C) at the time the buy order was originated, the Assignee was outside the
United States or the undersigned and any person acting on his or her behalf
reasonably believed that the Assignee was outside the United States;



          (D) no directed selling efforts in contravention of Rule 904(a)(2) have
been made in the United States by or on behalf of the undersigned or any
affiliate thereof;



          (E) if the undersigned is a dealer in securities or has received a selling
concession, fee or other remuneration in respect of the Assignment, and the
transfer is to occur during the first year after the Assignment, then the
requirements of Rule 904(b)(1) have been satisfied; and



          (F) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act.



     (2)  Rule 144 Transfers. If the transfer is being effected pursuant to
Rule 144, the transfer is occurring:


          (A) after a holding period of at least one year (computed in accordance
with paragraph (d) of Rule 144) has elapsed since the Assigned Option was last
acquired from the Company or from an affiliate of the Company, whichever is
later, and is being effected in accordance with the applicable amount, manner
of sale and notice requirements of Rule 144; or



 






 





          (B) after a holding period of at least two years has elapsed since the
Assigned Option was last acquired from the Company or from an affiliate of the
Company, whichever is later, and the undersigned is not, and during the
preceding three months has not been, an affiliate of the Issuer.



Please check one (1) of the following:



	 	 	 
	o	 	
The transfer is being effected in accordance with Rule 904 (Regulation S under
the Securities Act).
	o	 	
The transfer is being effected pursuant to Rule 144.




	 	 	 
	Dated: 
	 	
 
	 	 	 
	

(Print name)	 	 
	 	 	 
	
 
Signature	 	 




2