exv10w01



 







EXHIBIT
10.01




[FLEXTRONICS LETTERHEAD]




December 17, 2004



Robert Dykes

[address omitted]



Re: Separation Agreement



Dear Bob:




     This letter, upon its effective date, will constitute the agreement between you, on the one
hand, and Flextronics International USA, Inc., on the other hand (collectively referred to herein
as “Flextronics” or the “Company”), regarding the terms of your separation from Flextronics.



     1. Your employment with the Company and any and all of its affiliates will be terminated
effective December 31, 2004 (“Employment Separation Date”).



     2. By your signature below, you acknowledge that you have been paid your earned salary, bonus,
reimbursable expenses, accrued personal time off pay and any similar payments accrued or owing by
the Company and its affiliates through your Employment Separation Date.



     3. You have received or will receive by separate cover information regarding your rights to
health insurance continuation and your retirement benefits. To the extent that you have such
rights, nothing in this agreement will impair those rights.



     4. You have returned, or will return by December 31, 2004, to Flextronics all Flextronics
property, including documents, keys, hardware, software, computers, monitors, telephones,
proprietary or confidential information, and any other property of Flextronics and any information
you have about Flextronics’ and its affiliates’ practices, procedures, trade secrets, customer
lists, or product marketing, except that (a) you may acquire the Company-owned notebook computer
currently assigned to you, if the Company receives a cash payment equal to its fair market value,
and (b) you may retain on that computer any Company-owned files for the sole purpose of performing
your continuing consulting services for the Company.



     5. Flextronics will not expect you to report to the office after December 31, 2004. However,
between December 31, 2004 and March 31, 2005 you agree that you will be available to Flextronics,
as and when reasonably requested by Flextronics, to consult with Flextronics on questions that may
arise with respect to matters that were within your responsibility prior to the Employment
Separation Date, and matters reasonably related thereto. During this consulting period, you shall
be an independent contractor, and nothing in this Separation Agreement shall be taken to imply any
relationship of partnership, agency or employer and employee between the Company and you during
this consulting period.



 









 





     6. Although you are not otherwise entitled to it, Flextronics will provide you with the
following consideration:



     (a) Flextronics will provide you with a payment in the gross amount of $2,033,739.00 less
applicable payroll deductions, to be paid upon the “effective date” of this agreement as defined in
paragraph 17 below.



     (b) The following stock options issued by Flextronics International Ltd. (“FIL”) are fully
vested and remain exercisable (to the extent previously unexercised) through December 31, 2009:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Option Number	 	 	Option Date	 	 	 	Plan/Type	 	 	 	Shares	 	 	Price	 	 	 	Exercised	 	 	 	Vested	 	 	 	Outstanding	 	 	 	Exercisable	 
	012823	 	 	9/21/2001	 	 	1993/NQ	 	 	141,667	 	 	$	13.9800	 	 	 	0	 	 	 	141,667	 	 	 	141,667	 	 	 	141,667	 






     (c) The following stock options issued by FIL will become fully vested effective December
31, 2004 and remain exercisable (to the extent previously unexercised) through December 31, 2009:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number	 	 	Date	 	 	 	Plan/Type	 	 	 	Shares	 	 	Price	 	 	 	Exercised	 	 	 	Vested	 	 	 	Outstanding	 	 	 	Exercisable	 
	012844
	 	 	10/1/2001	 	 	1993/NQ	 	 	162,422	 	 	$	15.9000	 	 	 	0	 	 	 	131,968	 	 	 	162,422	 	 	 	131,968	 
	017252
	 	 	7/1/2002	 	 	2002/NQ	 	 	300,000	 	 	$	7.9000	 	 	 	0	 	 	 	187,500	 	 	 	300,000	 	 	 	187,500	 
	017253
	 	 	7/1/2002	 	 	2002/NQ	 	 	400,000	 	 	$	7.9000	 	 	 	0	 	 	 	350,000	 	 	 	400,000	 	 	 	350,000	 






     (d) The following stock options issued by FIL will become fully vested effective December
31, 2004 and remain exercisable (to the extent previously unexercised) through December 31, 2009,
with the Incentive Stock Options (ISO) converting to Non-qualified (NQ) stock options:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number	 	 	Date	 	 	 	Plan/Type	 	 	 	Shares	 	 	Price	 	 	 	Exercised	 	 	 	Vested	 	 	 	Outstanding	 	 	 	Exercisable	 
	012843	 	 	10/1/2001	 	 	1993/ISO	 	 	12,578	 	 	$	15.9000	 	 	 	0	 	 	 	10,220	 	 	 	12,578	 	 	 	10,220	 
	021712	 	 	1/22/2004	 	 	2001/ISO	 	 	26,189	 	 	$	17.5000	 	 	 	0	 	 	 	0
	 	 	 	26,189	 	 	 	0
	 






     (e) Of the following stock options issued by FIL, 473,811 options will become fully
vested effective December 31, 2004 and remain exercisable (to the extent previously unexercised)
through December 31, 2009. The remaining 500,000 will be cancelled upon termination of your
employment, December 31, 2004:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Option Number	 	 	Option Date	 	 	 	Plan/Type	 	 	 	Shares	 	 	Price	 	 	 	Exercised	 	 	 	Vested	 	 	 	Outstanding	 	 	 	Exercisable	 
	021713	 	 	1/22/2004	 	 	2001/NQ	 	 	973,811	 	 	$	17.5000	 	 	 	0	 	 	 	0	 	 	 	973,811	 	 	 	0	 






     (f) The following stock options issued by FIL will become fully vested effective December
17, 2004 and remain exercisable (to the extent previously unexercised) through December 30, 2004:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Option Number	 	 	Option Date	 	 	 	Plan/Type	 	 	 	Shares	 	 	Price	 	 	 	Exercised	 	 	 	Vested	 	 	 	Outstanding	 	 	 	Exercisable	 
	023588	 	 	8/23/2004	 	 	1997/NQ	 	 	500,000	 	 	$	11.5300	 	 	 	0	 	 	 	0	 	 	 	500,000	 	 	 	0	 






 









 






     7. You waive and release and promise never to assert any and all claims that you have or
might have against FIL, Flextronics and its predecessors, subsidiaries, related entities, officers,
directors, shareholders, agents, attorneys, employees, successors, or assigns, arising from or
related to your employment with Flextronics and its affiliates and/or the separation from your
current employment with Flextronics, or relating to any claims for compensation with respect
thereto.



     These claims include, but are not limited to, claims arising under federal, state and local
statutory or common law, such as the Age Discrimination in Employment Act, Title VII of the Civil
Rights Act of 1964 as amended, the California Fair Employment and Housing Act and any other state
employment discrimination statutes, and the law of contract and tort.



     8. You hereby acknowledge that you are waiving and releasing any rights you may have under the
Age Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver and release is knowing
and voluntary. You and Flextronics agree that this waiver and release does not apply to any rights
or claims that may arise under ADEA after the effective date of this Agreement. You acknowledge
that a portion of the consideration given for this waiver is in addition to anything of value to
which you were already entitled for salary and vacation pay up to the date of employment
separation. You further acknowledge by this writing that you have been advised that (a) you should
consult with an attorney prior to executing this Agreement; (b) you have at least
twenty-one (21) days within which to consider this Agreement; (c) you have at least seven (7) days
following the execution of this Agreement by the parties to revoke the Agreement; and (d) this
Agreement shall not be effective until the revocation period has expired.



     9. You also waive and release and promise never to assert any such claims related to your
current employment with Flextronics, even if you do not believe that you have such claims. You
therefore waive your rights under section 1542 of the Civil Code of California, which states:


A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN
HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED
HIS SETTLEMENT WITH THE DEBTOR.




     10. You will not, unless required or otherwise required by law, disclose to others any
information regarding the following:



     (a) Any confidential information regarding Flextronics or any of its affiliates, including
proprietary information, practices, procedures, technical data, trade secrets or know-how,
research, business plans, product plans, products, services, customer lists and customers,
requirements and specifications of specific customers or potential customers, markets, software,
developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware
configuration information, marketing, pricing and bidding strategies, revenue projections, finances
or business information disclosed to you by the Company or any of its affiliates either directly or
indirectly in writing, orally or by drawings or observation of parts or equipment, other than any
of the foregoing items which have become publicly known and made generally available through no
wrongful act of yours or of others.



 









 





     (b) Any confidential or proprietary information from third parties subject to a duty on
Flextronics’ part to maintain the confidentiality of such information; and/or



     (c) The terms of this Separation Agreement, the benefit being paid under it or the fact of its
payment, except that you may disclose this information to your spouse or domestic partner,
attorney, accountant or other professional advisor to whom you must make the disclosure in order
for them to render professional services to you, or as otherwise required by law or legal process.
You will instruct them, however, to maintain the confidentiality of this information just as you
must.



     11. You will not, either directly or indirectly solicit, induce, recruit, or encourage any of
the Company’s (or any of its affiliates’) employees to leave their employment, or take away such
employees, or attempt to do any of these things, whether on your own behalf or on behalf of any
other person or entity for a period of 12 months following your Employment Termination Date.



     12. You agree to refrain from any disparagement, defamation, and slander of the Company or any
of its affiliates, and/or tortious interference with the contracts and relationships of Company or
any of its affiliates. In the event that you breach this provision or any other of your
obligations under this agreement or as otherwise imposed by law, the Company will be entitled to
recover the benefit paid under this agreement and to obtain all other relief provided by law or
equity. The Company agrees to refrain from any disparagement, defamation, and slander of you
and/or tortious interference with your contracts and relationships.



     13. All of the existing terms and conditions of the Loan and Security Agreement (in the
amounts of $285,117 (Glouple 1), $651,431 (Glouple 2) and $2,247,190 (FIUI) principal and accrued
interest, as of December 31, 2004) entered into by you and or The Dykes Family Partnership or your
affiliates with Flextronics International USA, Inc. or its affiliates, shall remain in full force
and effect and are not modified, waived or amended by this Separation Agreement.



     You agree to pay in full all said amounts outlined above on or before January 3, 2005.



     14. You agree that you will make yourself reasonably available to provide information and
assistance to the Company in any disputes, lawsuits, differences, grievances, claims, charges, or
complaints brought by or against the Company, including, but not limited to making yourself
available to provide testimony and serve as a witness.



     15. This Separation Agreement may only be amended in writing signed by you and the Company’s
chief executive officer.



     16. This Agreement represents the entire agreement and understanding between the Company or
any of its affiliates, on the one hand, and you on the other hand, concerning your employment with
and separation from the Company and the events leading thereto and associated therewith, and
supersedes and replaces any and all prior agreements, offer letters, and understandings concerning
your relationship with the Company and any of its affiliates, with the exception of the
confidentiality agreement, the Director’s and Officer’s Indemnification Agreements between you and
the Company, and the loans and stock option agreements described



 









 




above. Nothing in this Agreement shall affect your right to any indemnification under
applicable law or the terms of the Company’s or FIL’s charter and bylaws to which you may otherwise
be entitled.




     17. To accept the agreement, please date and sign this letter and return it to Sandra Brown,
Sr. Manager Human Resources. (An extra copy of this agreement and exhibit is enclosed for your
files.) Once you do so, you will still have an additional seven days in which to revoke your
acceptance. To revoke, you must send me a written statement of revocation. If you do not revoke,
the eighth day after the date of your acceptance will be the “effective date” of the agreement.



     Bob, I am pleased that we were able to part ways on these amicable terms. Flextronics and I
wish you every success in your future endeavors.



Sincerely,




/s/ Thomas J. Smach

Thomas J. Smach

Senior VP — Finance



Attachments: Duplicate Letter




 









 








     By signing this letter, I acknowledge that I have had the opportunity to review this
Separation Agreement carefully with an attorney of my choice or have voluntarily chosen not to do
so, that I understand the terms of the agreement, and that I voluntarily agree to them.



     Dated: Dec 31, 2004


	 	 	 
	 

	 	/s/ Robert Dykes
	 

	 	Robert Dykes