exv10w03






EXHIBIT 10.03




December 31, 2008




Mr. Paul Read

Chief Financial Officer

Flextronics International USA, Inc.

2090 Fortune Drive

San Jose, California 95131




Award Agreement for Deferred Compensation Plan




Dear Paul:




     I am pleased to confirm that Flextronics International USA, Inc. (the “Company”) has agreed to
provide you with a deferred long term incentive bonus in return for services to be performed in the
future as an employee of the Company (the “Deferred Bonus”). The amount of your Deferred Bonus
will be $2,000,000. Your Deferred Bonus will not be paid currently to you. Instead, the Deferred
Bonus will be credited to the account (the “Deferral Account”) established on your behalf under the
Flextronics International USA, Inc. Third Amended and Restated 2005 Senior Executive Deferred
Compensation Plan, as may be amended from time to time (the “Deferred Compensation Plan”).
Capitalized terms not defined in this letter shall have the same meanings that they have under the
Deferred Compensation Plan.



     Your Deferral Account will be payable to you on the date(s) following your Separation from
Service with the Company that are specified in your Deferral Agreement entered into pursuant to the
Deferred Compensation Plan. This agreement will constitute the Award Agreement referred to in
Section 3 of your Deferral Agreement.



     The Deferral Account will vest as follows: ten percent (10%) will vest on January 1, 2010; an
additional fifteen percent (15%) will vest on January 1, 2011; an additional 20 percent (20%) will
vest on January 1, 2012; an additional twenty-five percent (25%) will vest on January 1, 2013; and
an additional thirty percent (30%) will vest on January 1, 2014 (the “Vesting Dates”). Your
Deferral Account shall be 100% vested upon a Change of Control.



     The Deferral Account will be deemed invested in one or more hypothetical investments as
determined by an investment manager selected by you under the Deferred Compensation Plan. If you
are still an employee of the Company on a Vesting Date, a percentage of the unvested balance of
your Deferral Account will be transferred to a vested subaccount of your Deferral Account
maintained for you under the Plan. The percentage to be transferred will be the percentage of the
Deferral Account that vests at such time divided by that percentage of the Deferral Account that
has not already vested. For example, on January 1, 2010, 10% of your Deferral Account will be
transferred to your vested subaccount; on January 1, 2011, if you are



 









 





Paul Read

December 31, 2008

Page 2



still employed with the Company, 16.67% (i.e., 15/90) of the unvested balance of your
Deferral Account will be transferred to your vested subaccount; and on January 1, 2012, 26.67%
(i.e., 20/75) of the unvested balance of your Deferral Account will be transferred to your
vested subaccount. The “unvested balance” of your Deferral Account at any time will be the entire
balance of your Deferral Account less the balance, if any, of your vested subaccount.




     To the extent allowed by the Company under the Deferred Compensation Plan, you may also elect
to defer portions of your base salary or cash bonuses to be earned after the date of the election,
and these amounts will be vested when they are credited to your account under the Deferred
Compensation Plan. If you elect to defer any such amounts, they will be accounted for in your
separate vested subaccount under the Deferred Compensation Plan.



     If your employment with the Company is terminated for any reason (other than death or
Disability) before the entire Deferred Bonus has vested, the unvested balance of your Deferral
Account (as determined at the end of the day of your termination) will be terminated and forfeited
for no consideration.



     Should your employment with the Company be terminated as a result of death or Disability, you
(or your estate) will be 100% vested in your Deferral Account, and the entire unvested balance of
your Deferral Account will be transferred to your vested subaccount.



     Upon your Separation from Service, you will be entitled to receive distributions of any vested
balance of your Deferral Account in accordance with a payout election that you will make under the
Deferred Compensation Plan.



     You understand and acknowledge that your account balance under the Deferred Compensation Plan
will reachable by the Company’s general creditors upon the insolvency of the Company. You also
understand and acknowledge that you will not be entitled to accelerate distributions from the
Deferred Compensation Plan except in the event of your Disability or Unforeseeable Emergency as
defined under the Deferred Compensation Plan.



     The Deferred Bonus will be in addition to any rights that you have under any other agreement
with the Company. Any Deferred Bonus will not be deemed to be salary or other compensation for the
purpose of computing benefits under any employee benefit plan or other arrangement of the Company
for the benefit of its employees.



     The Deferred Bonus does not give you any right to be retained by the Company, and does not
affect the right of the Company to dismiss any employee. The Company may withhold from any payment
of the Deferred Bonus as may be required pursuant to applicable law.



     Enclosed are:




	 	(1)	 	Flextronics International USA, Inc. Third Amended and Restated 2005 Senior
Executive Deferred Compensation Plan;
	 
	 	(2)	 	Deferral Agreement Form for 2009 and Beneficiary Form; and




 









 











Paul Read

December 31, 2008

Page 3





	 	(3)	 	Summary of the Third Amended and Restated 2005 Senior Executive Deferred
Compensation Plan.




By signing below, you represent that you have read and understand these documents and have had
adequate opportunity to ask any questions about the documents. You understand that although the
Company has attempted to structure a plan to accomplish the tax results discussed in the documents,
the Company cannot warrant that the tax effect on you will be as expected. You also understand
that the Company and its representatives are not attempting to give you tax advice. We strongly
advise you to seek any tax advice from your own tax adviser.




     If any provision of this agreement is determined to be unenforceable, the remaining provisions
shall nonetheless be given effect. This agreement shall be construed in accordance with the laws
of the State of California without regard to conflict of law rules.



Sincerely,




	 	 	 	 	 
	FLEXTRONICS INTERNATIONAL USA, INC.


 	 	 
	By:  	/s/ Mike McNamara
 	 	 
	 	Mike McNamara 	 	 
	 	Chief Executive Officer 	 	 
	 
	Accepted and agreed on this 31st day of December, 2008.

 	 
	 
	/s/ Paul Read
 	 	 
	Paul Read