exv10w2



 






EXHIBIT 10.2




SOLECTRON CORPORATION




INDEMNIFICATION AGREEMENT




     This Indemnification Agreement (“Agreement”) is effective as of January 13, 2005 by and
between Solectron Corporation, a Delaware corporation (the “Company”), and the indemnitee listed on
the signature page hereto (“Indemnitee”).



     WHEREAS, the Company desires to attract and retain the services of highly qualified
individuals, such as Indemnitee, to serve the Company and its related entities;



     WHEREAS, in order to induce Indemnitee to continue to provide services to the Company, the
Company wishes to provide for the indemnification of, and the advancement of expenses to,
Indemnitee to the maximum extent permitted by law;



     WHEREAS, the Company and Indemnitee recognize the continued difficulty in obtaining liability
insurance for the Company’s directors, officers, employees, agents and fiduciaries, the significant
increases in the cost of such insurance and the general reductions in the coverage of such
insurance;



     WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporate
litigation in general, subjecting directors, officers, employees, agents and fiduciaries to
expensive litigation risks at the same time as the availability and coverage of liability insurance
has been severely limited; and



     WHEREAS, the Company and Indemnitee desire to continue to have in place the additional
protection provided by an indemnification agreement and to provide indemnification and advancement
of expenses to the Indemnitee to the maximum extent permitted by Delaware law.;



     NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:



     1. Certain Definitions.




       (a) “Change in Control” shall mean, and shall be deemed to have occurred if, on or after
the date of this Agreement, (i) any “person” (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company acting in such capacity or a
corporation owned directly or indirectly by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company, becomes the “beneficial owner”
(as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company
representing more than 50% of the total voting power represented by the Company’s then
outstanding Voting Securities, (ii) during any period of two consecutive years, individuals who
at the beginning of such period constitute the Board of Directors of the Company and any new
director whose election by the Board of Directors or nomination for



 









 






election by the Company’s stockholders was approved by a vote of at least two thirds (2/3)
of the directors then still in office who either were directors at the beginning of the period
or whose election or nomination for election was previously so approved, cease for any reason
to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation other than a merger or consolidation
which would result in the Voting Securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being converted into
Voting Securities of the surviving entity) at least 80% of the total voting power represented
by the Voting Securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation, or the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the Company of (in
one transaction or a series of related transactions) all or substantially all of the Company’s
assets.




       (b) “Claim” shall mean with respect to a Covered Event: any threatened, pending or
completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing,
inquiry or investigation that Indemnitee in good faith believes might lead to the institution
of any such action, suit, proceeding or alternative dispute resolution mechanism, whether
civil, criminal, administrative, investigative or other.




       (c) References to the “Company” shall include, in addition to Solectron Corporation, any
constituent corporation (including any constituent of a constituent) absorbed in a
consolidation or merger to which Solectron Corporation (or any of its wholly owned
subsidiaries) is a party which, if its separate existence had continued, would have had power
and authority to indemnify its directors, officers, employees, agents or fiduciaries, so that
if Indemnitee is or was a director, officer, employee, agent or fiduciary of such constituent
corporation, or is or was serving at the request of such constituent corporation as a director,
officer, employee, agent or fiduciary of another corporation, partnership, joint venture,
employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same position
under the provisions of this Agreement with respect to the resulting or surviving corporation
as Indemnitee would have with respect to such constituent corporation if its separate existence
had continued.




       (d) “Covered Event” shall mean any event or occurrence related to the fact that Indemnitee
is or was a director, officer, employee, agent or fiduciary of the Company, or any subsidiary,
partially or wholly owned, of the Company, or is or was serving at the request of the Company
as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action or inaction on the part of
Indemnitee while serving in such capacity.




       (e) “Expenses” shall mean any and all expenses (including attorneys’ fees and all other
costs, expenses and obligations incurred in connection with investigating, defending, being a
witness in or participating in (including on appeal), or preparing to defend, to be a witness
in or to participate in, any action, suit, proceeding, alternative dispute resolution
mechanism, hearing, inquiry or investigation), judgments, fines, penalties and amounts paid in



-2-









 






settlement (if such settlement is approved in advance by the Company, which approval shall not
be unreasonably withheld), actually and reasonably incurred, of any Claim and any federal,
state, local or foreign
taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any
payments under this Agreement. If the Company agrees to a settlement without the consent of
Indemnitee, Indemnitee shall be entitled to Expenses and Expense Advances. “Expenses” shall
include expenses incurred in connection with any appeal of a matter covered hereby, including,
without limitation, any premium, security for, and other costs relating to any cost bond,
supersedeas bond, or other appeal bond or its equivalent as well any taxes payable on any
amounts paid under this Agreement.




       (f) “Expense Advance” shall mean a payment to Indemnitee pursuant to Section 3 of Expenses
as incurred and in advance of the settlement of or final judgement in any action, suit,
proceeding or alternative dispute resolution mechanism, hearing, inquiry or investigation which
constitutes a Claim.




       (g) “Independent Legal Counsel” shall mean an attorney or firm of attorneys, selected in
accordance with the provisions of Section 2(d) hereof, who shall not have otherwise performed
services for the Company or Indemnitee within the last three years (other than with respect to
matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under
similar indemnity agreements).




       (h) References to “other enterprises” shall include employee benefit plans; references to
“fines” shall include any excise taxes assessed on Indemnitee with respect to an employee
benefit plan; and references to “serving at the request of the Company” shall include any
service as a director, officer, employee, agent or fiduciary of the Company which imposes
duties on, or involves services by, such director, officer, employee, agent or fiduciary with
respect to an employee benefit plan, its participants or its beneficiaries; and if Indemnitee
acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have
acted in a manner “not opposed to the best interests of the Company” as referred to in this
Agreement.




       (i) “Reviewing Party” shall mean, subject to the provisions of Section 2(d), any person or
body appointed by the Board of Directors in accordance with Section 145(d) of the Delaware
General Corporation Law to review the Company’s obligations hereunder and under applicable law,
which may include a member or members of the Company’s Board of Directors, Independent Legal
Counsel or any other person or body not a party to the particular Claim for which Indemnitee is
seeking indemnification.




       (j) “Section” refers to a section of this Agreement unless otherwise indicated.




       (k) “Voting Securities” shall mean any securities of the Company that vote generally in
the election of directors.



-3-









 





     2. Indemnification.




       (a) Indemnification of Expenses. Subject to the provisions of Section 2(b) below,
the Company shall indemnify Indemnitee for Expenses to the fullest extent permitted by law if
Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened
to be made a party to or witness or other participant in, any Claim (whether by reason of or
arising in part out of a Covered Event), including all interest, assessments and other charges
paid or payable in connection with or in respect of such Expenses.




       (b) Review of Indemnification Obligations. Notwithstanding the foregoing, in the
event any Reviewing Party shall have determined (in a written opinion, in any case in which
Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be
indemnified hereunder under applicable law, the Company may commence a legal proceeding in a
court of competent jurisdiction to determine whether Indemnitee is entitled to be indemnified
hereunder under applicable law. The Company shall continue to be obligated to make Expense
Advances in accordance with Section 3(a) unless and until a court having jurisdiction shall
have made a final judicial determination (as to which all rights of appeal therefrom have been
exhausted or lapsed) that Indemnitee is not entitled to such Expense Advances. Upon such final
determination, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees
to reimburse the Company) for all Expenses theretofore paid in indemnifying Indemnitee.




       (c) Indemnitee Rights on Unfavorable Determination. If any Reviewing Party
determines that Indemnitee substantively is not entitled to be indemnified hereunder in whole
or in part under applicable law, Indemnitee shall have the right to commence litigation seeking
a determination by the court or challenging any such determination by such Reviewing Party or
any aspect thereof, including the legal or factual bases therefor, and, subject to the
provisions of Section 15, the Company hereby consents to service of process and to appear in
any such proceeding.




       (d) Selection of Reviewing Party; Change in Control. If there has not been a
Change in Control, any Reviewing Party shall be selected by the Board of Directors, and if
there has been such a Change in Control (other than a Change in Control which has been approved
by a majority of the Company’s Board of Directors who were directors immediately prior to such
Change in Control), any Reviewing Party with respect to all matters thereafter arising
concerning the rights of Indemnitee to indemnification of Expenses under this Agreement or any
other agreement or under the Company’s Certificate of Incorporation or Bylaws as now or
hereafter in effect, or under any other applicable law, if desired by Indemnitee, shall be
Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval
shall not be unreasonably withheld). Such counsel, among other things, shall render its
written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would
be entitled to be indemnified hereunder under applicable law and the Company agrees to abide by
such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel
referred to above and to indemnify fully such counsel against any and all expenses (including
attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement
or its engagement pursuant hereto. Notwithstanding any other provision of this Agreement, the



-4-









 






Company shall not be required to pay Expenses of more than one Independent Legal Counsel in
connection with all matters concerning a single Indemnitee, and such Independent Legal Counsel
shall be the Independent Legal Counsel for any or all other Indemnitees unless (i) the
Company otherwise determines or (ii) any Indemnitee shall provide a written statement setting
forth in detail a reasonable objection to such Independent Legal Counsel representing other
Indemnitees.




       (e) Mandatory Payment of Expenses. Notwithstanding any other provision of this
Agreement other than Section 10 hereof, to the extent that Indemnitee has been wholly or partly
successful on the merits or otherwise, including, without limitation, the dismissal of an
action without prejudice, in defense of any Claim, Indemnitee shall be indemnified against all
Expenses incurred by Indemnitee in connection therewith.



     3. Expense Advances.




       (a) Obligation to Make Expense Advances. Upon receipt of a written undertaking by
or on behalf of the Indemnitee to repay such amounts if it shall ultimately be determined by a
court of competent jurisdiction in which all rights of appeal have passed that the Indemnitee
is not entitled to be indemnified therefor by the Company, the Company shall make Expense
Advances to Indemnitee.




       (b) Form of Undertaking. Any written undertaking by the Indemnitee to repay any
Expense Advances hereunder shall be unsecured and no interest shall be charged thereon.




       (c) Determination of Reasonable Expense Advances. The parties agree that for the
purposes of any Expense Advance for which Indemnitee has made written demand to the Company in
accordance with this Agreement, all Expenses included in such Expense Advance that are
certified by the Indemnitee as being reasonable shall be presumed conclusively to be
reasonable.



     4. Procedures for Indemnification and Expense Advances.




       (a) Timing of Payments. All payments of Expenses (including without limitation
Expense Advances) by the Company to the Indemnitee pursuant to this Agreement shall be made to
the fullest extent permitted by law as soon as practicable after written demand by Indemnitee
therefor is presented to the Company, but in no event later than thirty (30)business days after
such written demand by Indemnitee is presented to the Company, except in the case of Expense
Advances, which shall be made as soon as practicable and no later than ten (10) business days
after such written demand by Indemnitee is presented to the Company. If payment of such
Expenses and Expense Advancements is not made within ten (10) days following the expiration of
their respective payment deadlines, the Indemnitee shall be entitled to adjudication in the
State of Delaware.




       (b) Notice/Cooperation by Indemnitee. Indemnitee shallgive the Company notice in
writing as soon as practicable of any Claim made against Indemnitee for which indem-



-5-









 






nification will or could be sought under this Agreement. Notice to the Company shall be directed to the
Chief Executive Officer of the Company at the address shown on the signature page of this
Agreement (or such other address as the Company shall designate in writing to Indemnitee). The
failure to so notify the Company shall not relieve the Company of any obligation that it
may have to Indemnitee under this Agreement, or otherwise, so long as the Company is not
prejudiced by the passage of time. In addition, Indemnitee shall give the Company such
information and cooperation as it may reasonably require and as shall be within Indemnitee’s
power.




       (c) No Presumptions; Burden of Proof. For purposes of this Agreement, the
termination of any Claim by judgment, order, settlement (whether with or without court
approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall
not adversely affect the right of Indemnitee to indemnification or create a presumption that
Indemnitee did not meet any particular standard of conduct or have any particular belief or
that a court has determined that indemnification is not permitted by this Agreement or
applicable law. In addition, neither the failure of any Reviewing Party to have made a
determination as to whether Indemnitee has met any particular standard of conduct or had any
particular belief, nor an actual determination by any Reviewing Party that Indemnitee has not
met such standard of conduct or did not have such belief, prior to the commencement of legal
proceedings by the Company or Indemnitee to secure a judicial determination that Indemnitee
should be indemnified under this Agreement or applicable law, shall be a defense to
Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard
of conduct or did not have any particular belief. In connection with any determination by any
Reviewing Party or otherwise as to whether the Indemnitee is entitled to be indemnified
hereunder, the burden of proof shall be on the Company to establish that Indemnitee is not so
entitled.




       (d) Notice to Insurers. If, at the time of the receipt by the Company of a notice
of a Claim pursuant to Section 4(b) hereof, the Company has liability insurance in effect which
may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to
the insurers in accordance with the procedures set forth in the respective policies. The
Company shall thereafter take all necessary or desirable action to cause such insurers to pay,
on behalf of the Indemnitee, all amounts payable as a result of such Claim in accordance with
the terms of such policies.




       (e) Selection of Counsel. In the event the Company shall be obligated hereunder
to provide indemnification for or make any Expense Advances with respect to the Expenses of any
Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with
counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the
delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of
such notice, approval of such counsel by Indemnitee and the retention of such counsel by the
Company, the Company will not be liable to Indemnitee under this Agreement for any fees or
expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect
to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee’s
separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of
separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee



-6-









 






shall have reasonably concluded that there may be a conflict of interest between the Company
and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to
retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate
counsel shall be Expenses for which Indemnitee shall receive indemnification and Expense
Advances hereunder.



     5. Additional Indemnification Rights; Nonexclusivity.




       (a) Scope. The Company hereby agrees to indemnify the Indemnitee to the fullest
extent permitted by law, notwithstanding that such indemnification is not specifically
authorized by the other provisions of this Agreement, the Company’s Certificate of
Incorporation, the Company’s Bylaws or by statute. In the event of any change after the date
of this Agreement in any applicable law, statute or rule which expands the right of a Delaware
corporation to indemnify a member of its board of directors or an officer, employee, agent or
fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement
the greater benefits afforded by such change. In the event of any change in any applicable
law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of
its board of directors or an officer, employee, agent or fiduciary, such change, to the extent
not otherwise required by such law, statute or rule to be applied to this Agreement, shall have
no effect on this Agreement or the parties’ rights and obligations hereunder except as set
forth in Section 10(a) hereof.




       (b) Nonexclusivity. The indemnification and the payment of Expense Advances
provided by this Agreement shall be in addition to any rights to which Indemnitee may be
entitled under the Company’s Certificate of Incorporation, its Bylaws, any other agreement,
resolutions duly adopted by the Board of Directors, any vote of stockholders or disinterested
directors, the General Corporation Law of the State of Delaware, or otherwise. The
indemnification and the payment of Expense Advances provided under this Agreement shall
continue as to Indemnitee for any action taken or not taken while serving in an indemnified
capacity even though subsequent thereto Indemnitee may have ceased to serve in such capacity.



     6. No Duplication of Payments. The Company shall not be liable under this Agreement
to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee
has otherwise actually received payment (under any insurance policy, provision of the Company’s
Certificate of Incorporation, Bylaws or otherwise) of the amounts otherwise payable hereunder.



     7. Partial Indemnification. If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of Expenses incurred in
connection with any Claim, but not, however, for all of the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.



     8. Mutual Acknowledgement. Both the Company and Indemnitee acknowledge that in
certain instances, federal law or applicable public policy may prohibit the Company from
indemnifying its directors, officers, employees, agents or fiduciaries under this Agreement or
otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be
required in



-7-









 





the future to undertake with the Securities and Exchange Commission to submit the
question of indemnification to a court in certain circumstances for a determination of the
Company’s right under public policy to indemnify Indemnitee.




     9. Liability Insurance. To the extent the Company maintains liability insurance
applicable to directors, officers, employees, agents or fiduciaries, Indemnitee shall be covered by
such policies in such a manner as to provide Indemnitee the same rights and benefits as are
provided to the most favorably insured of the Company’s directors, if Indemnitee is a director; or
of the Company’s officers, if Indemnitee is not a director of the Company but is an officer; or of
the Company’s key employees, agents or fiduciaries, if Indemnitee is not an officer or director but
is a key employee, agent or fiduciary.



     10. Exceptions. Notwithstanding any other provision of this Agreement, the Company
shall not be obligated pursuant to the terms of this Agreement:




       (a) Excluded Action or Omissions. To indemnify Indemnitee for Expenses resulting
from acts, omissions or transactions for which Indemnitee is prohibited from receiving
indemnification under this Agreement or applicable law; provided, however, that
notwithstanding any limitation set forth in this Section 10(a) regarding the Company’s
obligation to provide indemnification, Indemnitee shall be entitled under Section 3 to receive
Expense Advances hereunder with respect to any such Claim unless and until a court having
jurisdiction over the Claim shall have made a final judicial determination (as to which all
rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has engaged in acts,
omissions or transactions for which Indemnitee is prohibited from receiving Expense Advances
under this Agreement or applicable law.




       (b) Claims Initiated by Indemnitee. To indemnify or make Expense Advances to
Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee, except (i)
Claims brought way way of defense, including without limitation, by way of counterclaim,
cross-claim, interpleader or third party claim, (ii) with respect to actions or proceedings
brought to establish or enforce a right to indemnification or Expense Advances under this
Agreement or any other agreement or insurance policy or under the Company’s Certificate of
Incorporation or Bylaws now or hereafter in effect, (iii) in specific cases if the Board of
Directors has approved the initiation or bringing of such Claim, or (iv) as otherwise required
under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee
ultimately is determined to be entitled to such indemnification or insurance recovery, as the
case may be.




       (c) Lack of Good Faith. To indemnify Indemnitee for any Expenses incurred by the
Indemnitee with respect to any action instituted (i) by Indemnitee to enforce or interpret this
Agreement, if a court having jurisdiction over such action determines as provided in Section 13
that each of the material assertions made by the Indemnitee as a basis for such action was not
made in good faith or was frivolous, or (ii) by or in the name of the Company to enforce or
interpret this Agreement, if a court having jurisdiction over such action determines as
provided in Section 13 that each of the material defenses asserted by Indemnitee in such action
was made in bad faith or was frivolous.



-8-









 






       (d) Claims Under Section 16(b). To indemnify Indemnitee for expenses and the
payment of profits arising from the purchase and sale by Indemnitee of securities in violation
of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor
statute; provided, however, that notwithstanding any limitation set forth
in this Section 10(d) regarding the Company’s obligation to provide indemnification, Indemnitee
shall be entitled under Section 3 to receive Expense Advances hereunder with respect to any
such Claim unless and until a court having jurisdiction over the Claim shall have made a final
judicial determination (as to which all rights of appeal therefrom have been exhausted or
lapsed) that Indemnitee is not entitled to receive Expense Advances from the Company.



     11. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall constitute an original.



     12. Binding Effect; Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their respective successors,
assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise
to all or substantially all of the business or assets of the Company), spouses, heirs and personal
and legal representatives. The Company shall require and cause any successor (whether direct or
indirect, and whether by purchase, merger, consolidation or otherwise) to all, substantially all,
or a substantial part, of the business or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to perform if no such
succession had taken place. This Agreement shall continue in effect regardless of whether
Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable)
of the Company or of any other enterprise at the Company’s request.



     13. Expenses Incurred in Action Relating to Enforcement or Interpretation. In the
event that any action is instituted by Indemnitee under this Agreement or under any liability
insurance policies maintained by the Company to enforce or interpret any of the terms hereof or
thereof, Indemnitee shall be entitled to be indemnified for all Expenses incurred by Indemnitee
with respect to such action (including without limitation attorneys’ fees), regardless of whether
Indemnitee is ultimately successful in such action, unless as a part of such action a court having
jurisdiction over such action makes a final judicial determination (as to which all rights of
appeal therefrom have been exhausted or lapsed) that each of the material assertions made by
Indemnitee as a basis for such action was not made in good faith or was frivolous; provided,
however, that until such final judicial determination is made, Indemnitee shall be entitled under
Section 3 to receive payment of Expense Advances hereunder with respect to such action. In the
event of an action instituted by or in the name of the Company under this Agreement to enforce or
interpret any of the terms of this Agreement, Indemnitee shall be entitled to be indemnified for
all Expenses incurred by Indemnitee in defense of such action (including without limitation costs
and expenses incurred with respect to Indemnitee’s counterclaims and cross-claims made in such
action), unless as a part of such action a court having jurisdiction over such action makes a final
judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed)
that each of the material defenses asserted by Indemnitee in such action was made in bad faith or
was frivolous; provided, however, that until such final



-9-









 





judicial determination is made, Indemnitee
shall be entitled under Section 3 to receive payment of Expense Advances hereunder with respect to
such action.




     14. Notice. All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and signed
for by the party addressed (with a copy to counsel to such party), on the date of such delivery, or
(ii) if mailed by domestic certified or registered mail with postage prepaid, on the third business
day after the date postmarked (with a copy to counsel to such party). Addresses for notice to
either party are as shown on the signature page of this Agreement, or as subsequently modified by
written notice.



     15. Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably
consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection
with any action or proceeding which arises out of or relates to this Agreement and agree that any
action instituted under this Agreement shall be commenced, prosecuted and continued only in the
Court of Chancery of the State of Delaware in and for New Castle County, which shall be the
exclusive and only proper forum for adjudicating such a claim.



     16. Severability. The provisions of this Agreement shall be severable in the event
that any of the provisions hereof (including any provision within a single section, paragraph or
sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise
unenforceable, and the remaining provisions shall remain enforceable to the fullest extent
permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement
(including without limitation each portion of this Agreement containing any provision held to be
invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall
be construed so as to give effect to the intent manifested by the provision held invalid, illegal
or unenforceable.



     17. Choice of Law. This Agreement, and all rights, remedies, liabilities, powers and
duties of the parties to this Agreement, shall be governed by and construed in accordance with the
laws of the State of Delaware without regard to principles of conflicts of laws.



     18. Subrogation. In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall
execute all documents required and shall do all acts that may be necessary to secure such rights
and to enable the Company effectively to bring suit to enforce such rights.



     19. Amendment and Termination. No amendment, modification, termination or
cancellation of this Agreement shall be effective unless it is in writing signed by both the
parties hereto. No waiver of any of the provisions of this Agreement shall be deemed to be or
shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such
waiver constitute a continuing waiver.



     20. Integration and Entire Agreement. This Agreement sets forth the entire
understanding between the parties hereto and supersedes and merges all previous written and oral
negotiations, commitments, understandings and agreements relating to the subject matter hereof
between the parties hereto.



-10-









 





     21. No Construction as Employment Agreement. Nothing contained in this Agreement
shall be construed as giving Indemnitee any right to be retained in the employ of the Company or
any of its subsidiaries or affiliated entities.



-11-









 





     IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement as of the
date first above written.



SOLECTRON CORPORATION




	 	 	 	 	 
	By:
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	Name:
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	Address:

	 	 	 	Solectron Corporation
	

	 	 	 	777 Gibraltar Drive
	

	 	 	 	Milpitas, California 95035






	 	 	 	 	 
	

	 	 	 	AGREED TO AND ACCEPTED
	 
	 	 	 	 
	

	 	 	 	 
	

	 	 	 	(Signature)
	 
	 	 	 	 
	

	 	 	 	 
	

	 	 	 	(Print Name)







-12-