exv10w02






EXHIBIT 10.02




FLEXTRONICS INTERNATIONAL USA, INC. THIRD

AMENDED AND RESTATED 2005 SENIOR MANAGEMENT

DEFERRED COMPENSATION PLAN




     1. Purpose.



          Flextronics International USA, Inc. (the “Company”) hereby amends and restates in its entirety
the Flextronics International USA, Inc. Second Amended and Restated 2005 Senior Management Deferred
Compensation Plan (as amended and restated herein, the “Plan”). The Plan sets forth the terms of
an unfunded deferred compensation plan for a select group of management, highly compensated
employees, directors and persons who have been part of a select group of management, highly
compensated employees or directors of the Company who may agree, pursuant to the Deferral
Agreements, to defer certain compensation. It is intended that the Plan constitute an unfunded
“top hat plan” for purposes of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”). The Plan shall be administered and construed in accordance with Section 409A of the
Code and any administrative guidance issued thereunder.




     2. Definitions.



          The following terms used in the Plan shall have the meanings set forth below:




          (a) “Affiliate” means, with respect to the Company, any entity directly or indirectly
controlling, controlled by, or under common control with the Company or any other entity designated
by the Board in which the Company or an Affiliate has an interest.




          (b) “Award Agreement” shall mean any agreement between the Company and a Participant
for the payment to the Participant of compensation that is deferred under this Plan.




          (c) “Beneficiary” shall mean any person, persons, trust or other entity designated by
a Participant to receive benefits, if any, under the Plan upon such Participant’s death. No
designation or change in designation of a Beneficiary shall be effective until received and
acknowledged in writing by the Committee or Plan Administrator.




          (d) “Board” shall mean the Board of Directors of FIL




          (e) “Change in Control” shall mean a change in the ownership or effective control of
the Company, or in the ownership of a substantial portion of its assets, within the meaning of Code
Section 409A(a)(2)(A)(v) and Treasury Regulations thereunder.




          (f) “Claimant” shall have the meaning set forth in Section 9(a).




          (g) “Code” shall mean the Internal Revenue Code of 1986, as amended, and Treasury
Regulations issued thereunder.




 









 








          (h) “Committee” shall mean the Compensation Committee appointed by the Board.




          (i) “Company” shall mean Flextronics International USA, Inc., and, for purposes of
determining the benefits provided under the Plan or as applicable under ERISA or the Code, any
successor to all or a major portion of the Company’s assets or business that assumes the
obligations of the Company, and any other corporation or unincorporated trade or business that has
adopted the Plan with the approval of the Company, and is a member of the same controlled group of
corporations or the same group of trades or businesses under common control (within the meaning of
Code Sections 414(b) and 414(c) as modified by Code Section 415(h)) as the Company, or an
affiliated service group (as defined in Code Section 414(m)) which includes the Company, or any
other entity required to be aggregated with the Company pursuant to regulations under Code Sections
414(o) and 409A or any other affiliated entity that is designated by the Company as eligible to
adopt the Plan.




          (j) “Deferral Account” shall mean the recordkeeping account, and any sub-accounts if
determined by the Committee or the Plan Administrator to be necessary or appropriate for the proper
administration of the Plan, established and maintained by the Company in the name of a Participant
as provided in Section 4(c) for compensation payable to a Participant pursuant to a Deferral
Agreement.




          (k) “Deferral Agreement” shall mean an agreement executed by the Participant and the
Company, in such form as approved by the Committee or the Plan Administrator, and as may be revised
from time to time with respect to any one or more Participants by or at the direction of the
Committee or Plan Administrator, whereby (A) the Participant (i) agrees to receive certain types of
compensation in the future pursuant to the provisions of this Plan, (ii) elects to defer future
compensation such Participant would otherwise be entitled to receive in cash from the Company,
including an amount or percentage of compensation to be deferred, and/or (iii) makes such other
elections as are permitted and provides such other information as is required under the Plan, and
(B) the Participant specifies a schedule according to which the Participant will receive payout of
his or her compensation that is payable in the future under this Plan. Each Deferral Agreement
shall be consistent with this Plan and shall incorporate by its terms the provisions of this Plan.




          (l) “Deferral Day” shall mean, for each Participant, the day on which the Company is
required, by the terms of the applicable Deferral Agreement form or any other agreement between the
Participant and the Company, to credit an amount to the Participant’s Deferral Account under this
Plan.




          (m) “Disabled” shall mean a Participant who (i) is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than 12
months; or (ii) is, by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous period of not less than
12 months, receiving income replacement benefits for a period of not less than 3 months under an
accident and health plan covering employees of the
Participant’s employer. This definition shall be construed and administered in accordance
with the requirements of Code Section 409A(a)(2)(C) and Treasury Regulations thereunder.




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          (n) “ERISA” shall have the meaning set forth in Section 1.




          (o) “Fair Market Value” shall mean, on a given date of valuation, (i) with respect to
any mutual fund, the closing net asset value as reported in The Wall Street Journal with respect to
the date of valuation and (ii) with respect to a security traded on a national securities exchange
or the NASDAQ National Market, the closing price on the date of valuation as reported in The Wall
Street Journal.




          (p) “FIL” shall mean Flextronics International Ltd.




          (q) “Hypothetical Investments” shall have the meaning set forth in Section 4(d).




          (r) “Manager” shall have the meaning set forth in Section 4(d).




          (s) “Officers” shall have the meaning set forth in Section 8(b)(ii).




          (t) “Participant” shall mean a present or former employee of the Company who
participates in this Plan and any other present or former employee designated from time to time by
the Committee.




          (u) “Plan” shall mean this Flextronics International USA, Inc. Third Amended and
Restated 2005 Senior Management Deferred Compensation Plan.




          (v) “Plan Administrator” shall mean the Plan Administrator, if any, appointed pursuant
to Section 3(a).




          (w) “Released Party” shall have the meaning set forth in Section 8(b)(iii).




          (x) “Separation from Service” shall mean a Participant’s separation from service from
the Company within the meaning of Code Section 409A(a)(2)(A)(i) and Treasury Regulations
thereunder.




          (y) “Share Award Deferral” shall have the meaning set forth in Section 4(l).




          (z)




          (aa) “Specified Employee” shall mean a key employee (as defined in Code Section 416(i)
without regard to paragraph 5 thereof) of FIL, for so long as any of its stock is publicly traded
on an established securities market or otherwise. This definition shall be construed and
administered in accordance with the requirements of Code Section 409A(a)(2)(B)(i) and Treasury
Regulations thereunder.




          (bb) “Stock Unit” shall mean compensation in the form of a vested or unvested right to
receive shares of FIL in the future.




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          (cc) “Trust” shall mean any trust or trusts established or designated by the Company
pursuant to Section 5(a) to hold assets in connection with the Plan.




          (dd) “Trustee” shall have the meaning set forth in Section 5(a).




          (ee) “Unforeseeable Emergency” shall mean a severe financial hardship to a Participant
resulting from an illness or accident of the Participant, the Participant’s Spouse, the
Participant’s beneficiary, or a dependent (as defined in Section 152(a) of the Code) of the
Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of the Participant.
This definition shall be construed and administered in accordance with the requirements of Code
Section 409A(a)(2)(B)(ii) and Treasury Regulations thereunder.




     3. Authority and Administration of the Committee and Plan Administrator.



          (a) Authorization of Committee or Plan Administrator. The Committee shall administer
the Plan and may select one or more persons to serve as the Plan Administrator. The Plan
Administrator shall have authority to perform any act that the Committee is entitled to perform
under this Plan, except to the extent that the Committee specifies limitations on the Plan
Administrator’s authority. The initial Plan Administrator shall be the Company’s Chief Financial
Officer. Any person selected to serve as the Plan Administrator may, but need not, be a Committee
member or an officer or employee of the Company. However, if a person serving as Plan
Administrator or a member of the Committee is a Participant, such person may not decide or vote on
a matter affecting his interest as a Participant.




          (b) Administration by Committee or Plan Administrator. The Committee or Plan
Administrator shall administer the Plan in accordance with its terms, and shall have all powers
necessary to accomplish such purpose, including the power and authority to reasonably construe and
interpret the Plan, to reasonably define the terms used herein, to reasonably prescribe, amend and
rescind rules and regulations, agreements, forms, and notices relating to the administration of the
Plan, and to make all other determinations reasonably necessary or advisable for the administration
of the Plan. The Committee or Plan Administrator may appoint additional agents and delegate
thereto powers and duties under the Plan.




     4. Deferral Agreements, Deferral Accounts and Share Award Deferrals.



          (a) Deferral Agreement. The Company and any Participant may agree to defer all or a
portion of his or her compensation, under the terms provided in any Deferral Agreement form
provided to the Participant in accordance with the Plan, by executing a completed Deferral
Agreement. An election to defer compensation for a taxable year pursuant to a Deferral Agreement
must be made not later than the close of the preceding taxable year, or at such other time provided
in Treasury Regulations issued under Code Section 409A (or earlier date specified in the applicable
Deferral Agreement form); provided that, in the case of the first year in which a Participant
becomes eligible to participate in the Plan within the meaning of Code Section 409A and applicable
administrative guidance, such election may be made with respect to compensation paid for services
to be performed subsequent to the election within 30 days after the date the Participant becomes
eligible to participate in the Plan (or earlier date



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specified in the applicable Deferral Agreement form); and, in the case of any
performance-based compensation based on services performed over a period of at least 12 months,
such election may be made no later than 6 months before the end of the period (or the earliest of
such date, the day immediately prior to the date such compensation has become reasonably
ascertainable, and the date specified in the applicable Deferral Agreement form) provided that the
Participant is continuously employed from the date that the applicable performance criteria are
established through the date of the election. Different Deferral Agreements may be used for
different components of compensation payable for a single service period. Each Deferral Agreement
form shall establish for each Participant the amount and type of compensation that may or shall be
deferred pursuant to the Plan and such determination will be reflected on the relevant Deferral
Agreement form, and may establish maximum or minimum amounts of aggregate deferrals that may be
elected for a Participant. A Participant shall not be entitled to vary any term that is set forth
in the Deferral Agreement form except to the extent that the form of Deferral Agreement itself
permits variations.




          (b) Code Section 409A Transition Rules. The Committee or Plan Administrator, in its
sole and absolute discretion, may offer to any Participant the option to make new elections in 2008
as to time and form (but not medium) of payment for deferrals of compensation that would not
otherwise be payable under the Plan in 2008 (as applicable), provided the elections are consistent
with the requirements of Code Section 409A. Any elections made under this Section shall be
administered by the Committee or the Plan Administrator in accordance with applicable
administrative guidance under Code Section 409A.




          (c) Establishment of Deferral Accounts. The Committee or Plan Administrator shall
establish a Deferral Account for each Participant. Each Deferral Account shall be maintained for
the Participant solely as a bookkeeping entry by the Company to evidence unfunded obligations of
the Company. The Participant shall be 100% vested in the Participant’s Deferral Account at all
times, except to the extent otherwise specified in the applicable Deferral Agreement or in any
other agreement between the Company and the Participant. The provisions with respect to vesting in
any such Deferral Agreement or other agreement shall be incorporated in this Plan and given effect
as if fully set forth herein. A Participant’s Deferral Account shall be credited with the amounts
required to be credited to the Participant’s Deferral Account pursuant to the Participant’s initial
Deferral Agreement or pursuant to any subsequent Deferral Agreement entered into by that
Participant and the Company, in each case, less the amount of federal, state or local tax required
by law to be withheld with respect to such amounts, unless such withholding is provided from
another source, and shall be adjusted for Hypothetical Investment results as described herein.




          (d) Hypothetical Investments and Managers. Subject to the provisions of Section 4(g),
amounts credited to a Deferral Account shall be deemed to be invested in one or more hypothetical
investments (“Hypothetical Investments”). Each Participant may select an investment manager from a
list selected from time to time by the Committee or Plan Administrator (a “Manager”), who will then
select Hypothetical Investments on the Participant’s behalf. A Participant who selects a Manager
may select a successor Manager from such list of Managers from time to time. Rather than appoint a
Manager, a Participant may select Hypothetical Investments on his or her own behalf. The Committee
or Plan Administrator may establish limitations on permissible allocations of Deferral Accounts
among groups of
Hypothetical Investments. Except in accordance with Section 4(l), no Hypothetical Investments
may be made in any debt or equity issued by FIL or its Affiliates.




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          (e) List of Hypothetical Investments and Managers. An initial list of Managers and
investments available for Hypothetical Investments shall be established by the Board, the Committee
or the Plan Administrator and each such list shall be provided to each Participant in connection
with the initial Deferral Agreement. The Committee or Plan Administrator shall consider requests
from any Participant to add to the list of Managers, and shall satisfy such requests if they are
reasonably acceptable to the Committee or Plan Administrator. The Committee or Plan Administrator
may change or discontinue any Hypothetical Investment or Manager if reasonably necessary to satisfy
business objectives of the Company or its Affiliates; provided that, following a Change in Control,
neither the Committee nor the Plan Administrator may change or modify the investment options
existing immediately prior to such Change in Control in any manner that is adverse to the
Participants.




          (f) Investment of Deferral Accounts. As provided in Section 4(d), each Deferral
Account shall be deemed to be invested in one or more Hypothetical Investments as of the date of
the deferral or credit, as the case may be. The amounts of hypothetical income, appreciation and
depreciation in value of the Hypothetical Investments shall be credited and debited to, or
otherwise reflected in, such Deferral Account from time to time in accordance with procedures
established by the Committee or Plan Administrator. Unless otherwise determined by the Committee
or Plan Administrator, amounts credited to a Deferral Account shall be deemed invested in
Hypothetical Investments as of the effective date of the credit.




          (g) Allocation and Reallocation of Hypothetical Investments. A Participant, or a
Manager who selects Hypothetical Investments for a Participant, may allocate and reallocate amounts
credited to a Participant’s Deferral Account to one or more of the Hypothetical Investments
authorized under the Plan with such frequency as permitted by the Committee or Plan Administrator.
Subject to the rules established by the Committee or Plan Administrator, a Participant or Manager
may reallocate amounts credited to a Participant’s Deferral Account to other Hypothetical
Investments by filing with the Committee or Plan Administrator a notice, in such form as may be
specified by the Committee or Plan Administrator. No Participant shall have the right, at any
time, to direct a Manager to enter into specific transactions in connection with his or her
Deferral Account; provided that this provision shall not prohibit the Participant from
communicating with the Manager regarding Hypothetical Investments, including communication
regarding preferred Hypothetical Investment objectives. Each Manager shall have the power to
acquire and dispose of such Hypothetical Investments as the Manager determines necessary in
connection with its portfolio. The Committee or Plan Administrator may restrict or prohibit
reallocation of amounts deemed invested in specified Hypothetical Investments or invested by
specified Managers to comply with applicable law or regulation.




          (h) No Actual Investment. Notwithstanding any other provision of this Plan that may
be interpreted to the contrary, the Hypothetical Investments are to be used for measurement
purposes only. A Participant’s election of any such Hypothetical Investments, the allocation of
such Hypothetical Investments to his or her Deferral Account, the calculation of additional amounts
and the crediting or debiting of such amounts to a Participant’s Deferral Account shall not be
considered or construed in any manner as an actual investment of his or her



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Deferral Account in any such Hypothetical Investments. In the event that the Company or the
Trustee, in its own discretion, decides to invest funds in any or all of the Hypothetical
Investments, no Participant shall have any rights in or to such investments themselves. Without
limiting the foregoing, a Participant’s Deferral Account shall at all times be a bookkeeping entry
only and shall not represent any investment made on his or her behalf by the Company or the Trust.
The Participant shall at all times remain an unsecured creditor of the Company.




          (i) Forfeiture of Unvested Portions of Deferral Accounts Upon Separation from Service.
Upon a Participant’s Separation from Service, any unvested portion of the Participant’s Deferral
Account (excluding the portion, if any, that vests as a result of such termination) shall be
forfeited and terminated in accordance with the applicable Deferral Agreement except as otherwise
determined by the Committee in its sole and absolute discretion.




          (j) Change in Law. If a future change in law would, in the judgment of the Committee
or Plan Administrator, likely accelerate taxation to a Participant of amounts that would be
credited to the Participant’s Deferral Account in the future under the Participant’s Deferral
Agreement , the Company and the Participant will attempt to amend the Plan to satisfy the
requirements of the change in law and, unless and until such an amendment is agreed to, Company
shall cease deferrals under the Participant’s Deferral Agreement on the effective date of such
change in law; provided however, the Company shall not cease deferrals if such cessation would
violate the provisions of Code Section 409A.




          (k) Separate Maintenance of Vested Subaccounts. The Committee or Plan Administrator
may, in its sole and absolute discretion, allow Participants to defer portions of their base salary
and/or cash bonuses to be earned after such election under the Plan. If and when such deferrals
are allowed and a Participant elects to defer amounts of salary and/or cash bonus pursuant to a
Deferral Agreement that are vested at the time of the deferral, and other amounts that are unvested
are also deferred in accordance with the Participant’s Deferral Agreement, a separate subaccount of
the Participant’s Deferral Account shall be established and maintained for the vested deferred
salary and cash bonus, and hypothetical earnings and losses thereon shall be recorded in such
separate subaccount.




          (l) Share Award Deferrals. Pursuant to an applicable Award Agreement, compensation in
the form of a Stock Unit may be deferred under this Plan (any such deferral, a “Share Award
Deferral”). If a Share Award Deferral is made for a Participant, a separate subaccount of the
Participant’s Deferral Account shall be established and maintained in order to account for the
Participant’s rights under the Share Award Deferral, and any hypothetical earnings and losses
thereon shall be recorded in such separate subaccount. Any such subaccount shall be unvested to
the extent attributable to an unvested Stock Unit, and from the time the Stock Unit vests shall be
deemed to be invested solely in shares of FIL stock. Notwithstanding any other provision of the
Plan to the contrary, a Participant shall not be entitled to reallocate any portion of a subaccount
that is deemed invested in a Stock Unit or FIL shares to another Hypothetical Investment.




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     5. Establishment of Trust.



          (a) The Trust Agreement. The Company has entered into a Trust Agreement for the Plan,
providing for the establishment of a trust to be held and administered by a trustee (the “Trustee”)
designated in the Trust Agreement (the “Trust”). The Trustee shall be the agent for purposes of
such duties delegated to the Trustee by the Committee or Plan Administrator as set forth in the
Trust Agreement. The Trust shall be irrevocable.




          (b) Funding the Trust. Except as otherwise provided in Section 5(d) with respect to
Share Award Deferrals, on the relevant Deferral Day, the Company shall deposit into the Trust cash
or other assets, as specified in the applicable Deferral Agreement, equal to the aggregate amount
required to be credited to the Participant’s Deferral Account for that Deferral Day, less
applicable taxes required to be withheld, if any. The assets of the Trust shall remain subject to
the claims of the general creditors of the Company in the event of an insolvency of the Company.
Assets of the Trust shall at all times be located within the United States.




          (c) Taxes and Expenses of the Trust. The Committee and the Plan Administrator shall
make all investment decisions for the Trust, and no Participant shall be entitled to direct any
investments of the Trust. All taxes on any gains and losses from the investment of the assets of
the Trust shall be recognized by the Company and the taxes thereon shall be paid by the Company and
shall not be recovered from the Deferral Accounts or the Trust. The third-party administrative
expenses of the Plan and the Trust, including expenses charged by the Trustee to establish the
Trust and the Trustee’s annual fee per Deferral Account, shall be paid by the Company, and shall
neither be payable by Trustee from the Trust nor reduce any Deferral Accounts; provided that any
Managers’ fees or other expenses incurred with respect to particular Hypothetical Investment or any
asset of the Trust which corresponds to a particular Hypothetical Investment shall be charged to
the Deferral Account that is deemed invested in such Hypothetical Investment. No part of the
Company’s internal expenses to administer the Plan, including overhead expenses, shall be charged
to the Trust or the Deferral Accounts.




          (d) Trust for Share Award Deferrals. In connection with a Share Award Deferral, the
Company shall be required to deposit shares of FIL into trust only if required to do so under the
terms of the applicable Award Agreement and in no event earlier than the time that the related
Stock Unit vests. If shares of FIL are to be transferred into trust under a Share Award Deferral,
the shares may be transferred either into the Trust (as may be amended to provide for such
transfer) or into another trust established for the benefit of the Participants. To the extent
practicable, the terms of any trust used or established for a Share Award Deferral shall resemble
the terms of the Trust Agreement as of the date hereof; provided that any FIL shares that FIL
contributes to the trust shall be subject to the claims of the general creditors of both the
Company and FIL and shall revert to FIL if they are not payable to a Participant upon termination
of the trust or (if earlier) at the time of the forfeiture of the corresponding deemed investment
in accordance with Section 4(i).




     6. Settlement of Deferral Accounts.



          (a) Payout Elections. The Company shall pay or direct the Trustee to pay the net
amount credited to a Deferral Account as specified in the Participant’s Deferral Agreement or



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in an Award Agreement. The Committee or Plan administer may, in its sole discretion, allow a
Participant to redefer the payout of his Deferral Account one or more times; provided, that
(i) such redeferral may not take effect until at least 12 months after the date on which such
election is made; (ii) in the case of an election related to any payment other than a payment that
would be made upon the Participant’s death, Disability, or the occurrence of an Unforeseeable
Emergency, the first payment with respect to which such election is made must be deferred for a
period of not less than 5 years from the date such payment would otherwise have been made; and
(iii) any election that would affect a scheduled payout may be made not less than 12 months prior
to the date of the first scheduled payout date. The preceding restrictions on redeferrals shall be
construed and administered in accordance with the requirements of Code Section 409A(a)(4)(C) and
Treasury Regulations thereunder. No Participant shall be entitled to accelerate the time or
schedule of any payment under the Plan, except where an acceleration would not result in the
imposition of additional tax under Code Section 409A.




          (b) Payment in Cash or Securities. The Company shall settle a Participant’s Deferral
Account, and discharge all of its obligations to pay deferred compensation under the Plan with
respect to such Deferral Account, by payment of cash in an amount equal to (or, at the option of
the Committee or Plan Administrator, in marketable securities selected by the Committee or Plan
Administrator with a Fair Market Value equal to) the net amount credited to the applicable Deferral
Account; provided that a Hypothetical Investment of a subaccount that is allocated to shares of
stock of FIL in accordance with Section 4(l) shall be settled only in shares of stock of FIL. Any
such distributions to a Participant shall reduce the Company’s obligations under the Plan to such
Participant. The Company’s obligation under the Plan may be satisfied by distributions from the
Trust.




          (c) Timing of Payments.




               (i) Payments in settlement of a Participant’s Deferral Account shall be payable as set forth
in the applicable Deferral Agreement, and no earlier than the Participant’s Separation from
Service, Disability, death, a specified time (or pursuant to a fixed schedule) specified in the
applicable Deferral Agreement, Change in Control, or the occurrence of an Unforeseeable Emergency.
In the case of a Participant who is a Specified Employee, a payment on account of Separation from
Service may not be made before the date which is 6 months after the date of Separation from Service
(or, if earlier, the date of the Participant’s death). In such event, any payment (including a
single lump sum payment or any installment payments) that otherwise would have been payable within
such six (6) month period, will be accumulated and paid as soon as administratively practicable
after such six (6) month period, but no later than 90 days after such 6 months period (with the
Plan Administrator retaining discretion as to the specific payment date within that 90 day period).
Any payment election set forth in a Participant’ Deferral Agreement shall be construed as
prohibiting distributions that would otherwise be payable within the six (6) month period following
the Participant’s Separation from Service to the extent, and only to the extent, required under the
preceding two sentences.



               (ii) Payments in settlement of a Deferral Account shall be made as soon as practicable after
the date or dates (including upon the occurrence of specified events), but no later than 90 days
after the date or dates (with the Plan Administrator retaining discretion as to the specific
payment date within that 90 day period), and in such number of installments as



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directed by the Participant in the Participant’s Deferral Agreement, unless otherwise provided
in this Section 6. All amounts needed for a payment shall be deemed withdrawn from the
Hypothetical Investments effective as of the payment date. If a Participant has elected to receive
installment payments, the amount of the distribution payable is based upon the value of the
Deferral Account at the time of the installment payment date and shall act to reduce Hypothetical
Investments in the following order: (A) cash and money market accounts, and (B) each other
Hypothetical Investment on a pro rata basis, based on the value of the Participant’s Deferral
Account. For purposes of a redeferral election as permitted under this Section 6, a right to
receive installment payments shall be treated as a right to receive a series of separate payments.
If a Participant has elected to receive partial payments of the amount in his or her Deferral
Account, unpaid balances shall continue to be deemed to be invested in the Hypothetical Investments
that such Participant or such Participant’s Manager has designated pursuant to Section 4(d) or
4(g).




               (iii) In the event of a Participant’s death prior to the payment of all net amounts credited
to his or her Deferral Account, such amounts shall be paid to the Participant’s designated
Beneficiary in a single lump sum as soon as practicable after the Participant’s death. If a
Participant fails to designate a Beneficiary or if all designated Beneficiaries predecease the
Participant or die prior to complete distribution of the Participant’s benefits, the Participant’s
designated Beneficiary shall be the executor or personal representative of the Participant’s
estate, if a probate proceeding is open at the time for the distribution(s), and otherwise shall be
the person(s) who would be entitled to the distribution(s) under the Participant’s last will and
/or revocable trust (if such will distributes the residuary estate to such trust) and otherwise to
the person(s) who would inherit the Participant’s property under the law of the Participant’s last
domicile. If the Committee or Plan Administrator has any doubt as to the proper Beneficiary to
receive payments pursuant to this Plan, the Committee or Plan Administrator shall have the right,
exercisable in its discretion, to withhold such payments until this matter is resolved to the
Committee’s or Plan Administrator’s satisfaction. The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge the Company from all further obligations under
this Plan with respect to the Participant, and such Participant’s interest in the Plan shall
terminate upon such full payment of benefits.



               (iv) Irrespective of any elections made by a Participant, if the Committee or Plan
Administrator, acting in good faith, determines that a Participant has become Disabled, the net
vested amount credited to a Participant’s Deferral Account shall be paid out in a single lump sum
to the Participant.



          (d) Unforeseeable Emergency. Other provisions of the Plan notwithstanding, if the
Committee or Plan Administrator, acting in good faith, determines that the Participant has an
Unforeseeable Emergency, the Committee or Plan Administrator shall direct the immediate lump sum
payment to the Participant of vested amounts that the Committee or Plan Administrator determines to
be necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably
anticipated as a result of the distribution, after taking into account the extent to which such
Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance,
any additional compensation that is available due to the cancellation of a deferral upon a payment
due to an unforeseeable emergency, or otherwise or by liquidation of the Participant’s assets (to
the extent the liquidation of such assets would not



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itself cause severe financial hardship). The preceding sentence shall be construed and
administered in accordance with the requirements of Code Section 409A(a)(2)(B)(ii) and Treasury
Regulations thereunder. If a Participant has suffered an Unforeseeable Emergency, the Plan
Administrator shall authorize the cessation of deferrals by such Participant under the Plan.




          (e) Distribution upon Income Inclusion under Code Section 409A or to Satisfy other Tax
Obligations. If, for any reason, it has been determined that the Plan fails to meet the
requirements of Code Section 409A and the regulations promulgated thereunder, the Committee or the
Plan Administrator shall distribute to the Participant the portion of the Participant’s Deferral
Account that is required to be included in income as a result of the failure of the Plan to comply
with the requirements of Code Section 409A and Treasury Regulations promulgated thereunder. If,
for any reason, it has been determined that state. local or foreign tax obligations (including
employment taxes and income tax at source on wages) arise from a Participant’s participation in the
Plan with respect to an amount deferred under the Plan before the amount is paid or made available
to the Participant, the Committee or the Plan Administrator shall distribute an amount to the
Participant (either in the form of withholding pursuant to provisions of applicable law or by
distributions directly to the Participant) to reflect such tax obligation, provided the amount so
distributed may not exceed the amount of such taxes due as a result of participation in the Plan.
Any distribution made to a Participant pursuant to this Section shall be paid, to the extent
possible, out of the vested portion of the Participant’s Deferral Account.




          (e) Effect on Deferral Account. A Participant’s Deferral Account shall be debited to
the extent of any distributions to, or the tax withholding for the benefit of, the Participant
pursuant to this Section 6.




     7. Amendment and Termination.



          (a) Amendment. The Committee, Plan Administrator or the Board may, with prospective
or retroactive effect, amend or alter the Plan (i) if the Internal Revenue Service determines that
any amounts deferred under the Plan are includible in the Participant’s gross income prior to being
paid out to the Participant, (ii) any time, if determined to be necessary, appropriate or advisable
in response to administrative guidance issued under Code Section 409A or to comply with the
provisions of Code Section 409A, or (iii) if no Participant is materially adversely affected by
such action with respect to amounts required to be credited to the Participant’s Deferral Account
under any previously executed Deferral Agreement; provided that, upon an event
described in clause (i), the Company may accelerate distributions under this Plan but may not
otherwise alter any Participant’s rights under this Plan; provided further that, following a Change
in Control, the Plan will not be subject to amendment, alteration, suspension, discontinuation or
termination without the prior written consent of each Participant who would be materially adversely
affected by such action; and provided further that, in each case, the Company may accelerate
distributions under this Plan only to the extent (if any) that doing so will not result in the
imposition of additional tax under Code Section 409A.




          (b) Termination. Notwithstanding any other provision to the contrary and except as
may otherwise be provided by the Committee or Plan Administrator, the Plan shall terminate as soon
as possible following the payment of all amounts in respect of all Deferral Accounts.




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     8. General Provisions.



          (a) Limits on Transfer of Awards. Other than by will, the laws of descent and
distribution, or by appointing a Beneficiary, no right, title or interest of any kind in the Plan
shall be transferable or assignable by a Participant (or the Participant’s Beneficiary) or be
subject to alienation, anticipation, encumbrance, garnishment, attachment, levy, execution or other
legal or equitable process, nor subject to the debts, contracts, liabilities or engagements, or
torts of any Participant or the Participant’s Beneficiary. Any attempt to alienate, sell,
transfer, assign, pledge, garnish, attach or take any other action subject to legal or equitable
process or encumber or dispose of any interest in the Plan shall be void.




          (b) Waiver, Receipt and Release.




               (i) As between the Participant and the Company, a Participant and the Participant’s
Beneficiary shall assume all risk (other than gross negligence of the Company or the Committee or
Plan Administrator, or breach by the Company of the terms of this Plan) in connection with the
Plan, Trust design, implementation or administration, Hypothetical Investment decisions made by the
Participant or the Participant’s Manager and the resulting value of the Participant’s Deferral
Account, the selection and actions of the Trustee or any other third party providing services to
the Company or the Trust in connection with the Plan or Trust (including their administrative and
investment expenses), including any income taxes of the Participant or Participant’s Beneficiary
relating to or arising out of his or her participation in the Plan, and neither the Company nor the
Committee or Plan Administrator shall be liable or responsible therefor other than as provided in
Section 5(c); provided, however, that the Company shall indemnify each Participant for any
additional 20% tax imposed under Code Section 409A and any additional interest resulting from an
inclusion in income under Code Section 409A as a result of any actions of the Company in
administering or carrying out the purposes of the Plan.



               (ii) As a condition of being a Participant in the Plan, each Participant must sign a waiver
(which may be a part of the Deferral Agreement) releasing the Company and its Affiliates, the
Committee, the Plan Administrator, officers of the Company or its Affiliates (the “Officers”) and
the Board from any claims and liabilities regarding the matters to which the Participant has
assumed the risk as set forth in this Section. Payments (in any form) to any Participant or
Beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full
satisfaction of all claims for compensation deferred and relating to the Deferral Account to which
the payments relate against the Company or any Affiliate or the Committee or Plan Administrator,
and the Committee or Plan Administrator may require such Participant or Beneficiary, as a condition
to such payments, to execute a waiver, receipt and release to such effect.



               (iii) As a condition of being a Participant in the Plan, each Participant must sign a waiver
releasing the Trustee and each of its Affiliates (each, a “Released Party”) against any and all
loss, claims, liability and expenses imposed on or incurred by any Released Party as a result of
any acts taken or any failure to act by the Trustee, where such act or failure to act is in
accordance with the directions from the Committee or Plan Administrator or any designee of the
Committee or Plan Administrator.



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               (iv) Subject only to the Company’s indemnification of Participants provided in Section
8(b)(i), each Participant agrees to pay any taxes, penalties and interest such Participant or
Beneficiary may incur in connection with his or her participation in this Plan, and further agrees
to indemnify the Company and its Affiliates, the Committee, the Plan Administrator, Officers, the
Board and the Company’s agents for such taxes, penalties and interest the Participant or
Participant’s Beneficiary incurs and fails to pay and for which the Company is made liable by the
appropriate tax authority.



          (c) Unfunded Status of Awards, Creation of Trusts. The Plan is intended to constitute
an unfunded plan for deferred compensation and each Participant shall rely solely on the unsecured
promise of the Company for payment hereunder. With respect to any payment not yet made to a
Participant under the Plan, nothing contained in the Plan shall give a Participant any rights that
are greater than those of a general unsecured creditor of the Company.




          (d) Participant Rights. No provision of the Plan or transaction hereunder shall
confer upon any Participant any right or impose upon any Participant any obligation to be employed
by the Company or an Affiliate, or to interfere in any way with the right of the Company or an
Affiliate to increase or decrease the amount of any compensation payable to such Participant.
Subject to the limitations set forth in Section 8(c) hereof, the Plan shall inure to the benefit
of, and be binding upon, the parties hereto and their successors and assigns.




          (e) Tax Withholding. The Company shall have the right to deduct from amounts
otherwise credited to or paid from a Deferral Account any sums that federal, state, local or
foreign tax law requires to be withheld.




          (f) Governing Law. The validity, construction, and effect of the Plan and any rules
and regulations relating to the Plan shall be determined in accordance with the laws of the State
of California, without giving effect to principles of conflicts of laws to the extent not
pre-empted by federal law.




          (g) Limitation. A Participant and the Participant’s Beneficiary shall assume all risk
in connection with (i) the performance of the Managers, (ii) the performance of the Hypothetical
Investments and (iii) the tax treatment of amounts deferred under or paid pursuant to the Plan, and
the Company, the Committee, the Plan Administrator, and the Board shall not be liable or
responsible therefor.




          (h) Construction. The captions and numbers preceding the sections of the Plan are
included solely as a matter of convenience of reference and are not to be taken as limiting or
extending the meaning of any of the terms and provisions of the Plan. Whenever appropriate, words
used in the singular shall include the plural or the plural may be read as the singular.




          (i) Severability. In the event that any provision of the Plan shall be declared
illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining
provisions of the Plan but shall be fully severable, and the Plan shall be construed and enforced
as if said illegal or invalid provision had never been inserted herein.




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          (j) Status. The establishment and maintenance of, or allocations and credits to, the
Deferral Account of any Participant shall not vest in any Participant any right, title or interest
in or to any Plan or Company assets or benefits except at the time or times and upon the terms and
conditions and to the extent expressly set forth in the Plan and in accordance with the terms of
any Trust.




          (k) Spouse’s Interest. The interest in the benefits hereunder of a Participant’s
spouse who has predeceased the Participant shall automatically pass to the Participant and shall
not be transferable by such spouse in any manner, including but not limited to such spouse’s will,
nor shall such interest pass under the laws of intestate succession.




          (l) Successors. The provisions of the Plan shall bind the Company and its successors.




     9. Claims Procedures.



     The procedures for filing claims for payments under the Plan are described below:




          (a) Presentation of Claim. It is the intent of the Company to make payments under the
Plan without the Participant having to complete or submit any claim forms. However, any
Participant or Beneficiary who believes he or she is entitled to a payment under the Plan may
submit a claim for payment to the Plan Administrator. Any claim for payments under the Plan must
be made by the Participant or his Beneficiary in writing and state the Claimant’s name and nature
of benefits payable under the Plan. The Claimant’s claim shall be deemed to be filed when
delivered to the Plan Administrator which shall make all determinations as to the right of any
person(s) to benefits hereunder. Claims for benefits under this Plan shall be made by the
Participant, his or her Beneficiary or a duly authorized representative thereof (“Claimant”). If
such a claim relates to the contents of a notice received by the Claimant, the claim must be made
within sixty (60) days after such notice was received by the Claimant. All other claims must be
made within one hundred eighty (180) days of the date on which the event that caused the claim to
arise occurred. The claim must state with particularity the benefit or other determination desired
by the Claimant. The claim must be accompanied with sufficient supporting documentation for the
benefit or other determination requested by the Claimant.




          (b) Notification of Decision.




               (i) Claim for benefits other than upon Disability. If the claim is wholly or
partially denied, the Plan Administrator shall provide written or electronic notice thereof to the
Claimant within a reasonable period of time, but not later than 90 days after receipt of the claim.
An extension of time for processing the claim for benefits is allowable if special circumstances
require an extension, but such an extension shall not extend beyond 180 days from the date the
claim for benefits is received by the Plan Administrator. Written notice of any extension of time
shall be delivered or mailed within 90 days after receipt of the claim and shall include an
explanation of the special circumstances requiring the extension and the date by which the Plan
Administrator expects to render the final decision.



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               (ii) Claim for benefits upon Disability. If the claim is wholly or partially denied,
the Plan Administrator shall provide written or electronic notice thereof to the
Claimant within a reasonable period of time, but not later than 45 days after receipt of the
claim. An initial extension of time for processing the claim for benefits is allowable if
necessary due to circumstances beyond the Plan Administrator’s control, but such an initial
extension shall not extend beyond 30 days from the date the claim for benefits is received by the
Plan Administrator. Written notice of the initial extension of time shall be delivered or mailed
within 45 days after receipt of the claim and shall include an explanation of the circumstances
requiring the extension, the date by which the Plan Administrator expects to render the final
decision, the standards on which entitlement to a benefit is based, unresolved issues that prevent
a decision and any additional information needed to resolve these issues. If prior to the end of
the initial extension, the Plan Administrator determines that, due to matters beyond its control, a
decision cannot be rendered within the first 30 day extension period, the period for making the
determination may be extended for up to an additional 30 days. Written notice of the additional
extension of time shall be delivered or mailed within the initial extension period and shall
include an explanation of the circumstances requiring the extension, the date by which the Plan
Administrator expects to render the final decision, the standards on which entitlement to a benefit
is based, unresolved issues that prevent a decision and any additional information needed to
resolve these issues. The Claimant shall have 45 days to provide such additional information.



               (iii) Required content of the Notice of Adverse Benefit Determination.



               (1) In general. The notice of adverse benefit determination shall:




     (A) specify the reason or reasons the claim was denied;




     (B) reference the pertinent Plan provisions upon which the decision was
based;




     (C) describe any additional material or information necessary for the
Claimant to perfect the claim, and an explanation of why such material or
information is necessary;




     (D) indicate the steps to be taken by the Claimant if a review of the
denial is desired, including the time limits applicable thereto; and




     (E) contain a statement of the Claimant’s right to bring a civil action
under ERISA in the event of an adverse determination on review.


If notice of the adverse benefit determination is not furnished in accordance with the preceding
provisions of this Section, the claim shall be deemed accepted and payment shall be made to the
Claimant in accordance with the claim.




               (2) Claim for disability benefits. The notice of adverse benefit determination shall,
in addition to the information specified in (1) above, disclose any internal rule, guidelines,
protocol or similar criterion relied on in making the adverse determination or a statement that
such information will be provided free of charge upon request.



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          (c) Review of a Denied Claim.




               (i) Claim for benefits other than upon disability. If a claim is denied and a review
is desired, the Claimant shall notify the Committee in writing within 60 days after receipt of
written notice of a denial of a claim. In requesting a review, the Claimant may submit any written
comments, documents, records, and other information relating to the claim, the Claimant feels are
appropriate. The Claimant shall, upon request and free of charge, be provided reasonable access
to, and copies of, all documents, records and other information that, with respect to the
Claimant’s claim for benefits (A) was relied upon in making the benefit determination, (B) was
submitted, considered, or generated in the course of making the benefit determination, whether or
not actually relied upon in making the determination; or (C) demonstrates compliance with the
administrative processes and safeguards of this claims procedure (sometimes referred to for
purposes of this Section 9 as “Relevant”). The Committee shall review the claim taking into
account all comments, documents, records and other information submitted by the Claimant, without
regard to whether such information was submitted or considered in the initial benefit
determination.



               (ii) Claim for benefits upon disability. The review procedures in Section 9(c)(i)
above shall apply, except the Claimant shall notify the Committee in writing within 180 days after
receipt of written notice of a denial of a claim, and no deference shall be given to the initial
benefit determination. The review shall be conducted by a different individual than the person who
made the initial benefit determination or a subordinate of that person. The following procedures
will apply to the review of an adverse benefit determination:



                    (1) In the case of a claim denied on the grounds of a medical judgment, the Committee will
consult with a health professional with appropriate training and experience. The health care
professional who is consulted on review will not be the same individual who was consulted, if any,
regarding the initial benefit determination or a subordinate of that individual.



                    (2) A Claimant shall, on request and free of charge, be given reasonable access to, and copies
of, all documents, records, and other information Relevant to the Claimant’s claim for benefits.
If the advice of a medical or vocational expert was obtained in connection with the initial benefit
determination, the names of each such expert shall be provided on request by the Claimant,
regardless of whether the advice was relied on by the Plan Administrator.



          (d) Decision on Review.




               (i) Claim for benefits other than upon disability. The Committee shall provide the
Claimant with written notice of its decision on review within a reasonable period of time, but not
later than 60 days after receipt of a request for a review. An extension of time for making the
decision on the request for review is allowable if special circumstances shall occur, but such an
extension shall not extend beyond 120 days from the date the request for review is received by the
Committee. Written notice of the extension of time shall be delivered or mailed within 60 days
after receipt of the request for review, indicating the special circumstances requiring an
extension and the date by which the Committee expects to render a determination.



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               (ii) Claim for benefits upon disability. The Committee shall provide the Claimant
with written notice of its decision on review within a reasonable period of time, but not later
than 45 days after receipt of a request for a review. An extension of time for making the decision
on the request for review is allowable if special circumstances shall occur, but such an extension
shall not extend beyond 90 days from the date the request for review is received by the Committee.
Written notice of the extension of time shall be delivered or mailed within 45 days after receipt
of the request for review, indicating the special circumstances requiring an extension and the date
by which the Committee expects to render a determination.



               (iii) Required content of the Notice of Adverse Benefit Determination.



                    (1) In general. In the event of an adverse benefit determination on review, the
notice thereof shall (A) specify the reason or reasons for the adverse determination; (B) reference
the specific provisions of this Plan on which the benefit determination is based; (C) contain a
statement that the Claimant is entitled to receive, upon request and free of charge, reasonable
access to, and copies of all records and other information Relevant to the Claimant’s claim for
benefits; (D) a statement describing any voluntary appeal procedures offered by the Plan, including
the arbitration procedures in Section 9(f); and (E) inform the Claimant of the right to bring a
civil action under the provisions of ERISA. If notice of the adverse benefit determination is not
furnished in accordance with the preceding provisions of this Section, the claim shall be deemed
accepted and payment shall be made to the Claimant in accordance with the claim.



                    (2) Claim for disability benefits. The notice of adverse benefit determination shall,
in addition to the information specified in (1) above, (A) disclose any internal rule, guidelines,
protocol or similar criterion relied on in making the adverse determination or a statement that
such information will be provided free of charge upon request, and (B) include the following
statement: “You and your Plan may have other voluntary alternative dispute resolution options, such
as mediation. One way to find out what may be available is to contact your local U.S. Department
of Labor Office and your State insurance regulatory agency.”



          (e) Preservation of Remedies. After exhaustion of the claims procedure as provided
herein, nothing shall prevent the Claimant from pursuing any other legal or equitable remedy
otherwise available, including the right to bring a civil action under Section 502(a) of ERISA, if
applicable.




          (f) Elective Arbitration. If a Claimant’s claim described in Section 9(a) is denied
pursuant to Sections 9(b) and 9(d) (an “Arbitrable Dispute”), the Claimant may, in lieu of the
Claimant’s right to bring a civil action under Section 502(a) of ERISA, and as the Claimant’s only
further recourse, submit the claim to final and binding arbitration in the city of San Jose, State
of California, before an experienced employment arbitrator selected in accordance with the
Employment Dispute Resolution Rules of the American Arbitration Association. Except as otherwise
provided in this Section 9(f) or Section 9(h), each party shall pay the fees of their respective
attorneys, the expenses of their witnesses and any other expenses connected with the arbitration,
but all other costs of the arbitration, including the fees of the arbitrator, costs of any record
or transcript of the arbitration, administrative fees and other fees and costs shall be paid in



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equal shares by each party (or, if applicable, each group of parties) to the arbitration. In
any Arbitrable Dispute in which the Claimant prevails, the Company shall reimburse the Claimant’s
reasonable attorneys fees and related expenses. Related expenses shall include, but not be limited
to, witness expenses, fees of the arbitrator, costs of any record or transcript of the arbitration,
administrative fees and other fees and expenses connected with the arbitration. Arbitration in
this manner shall be the exclusive remedy for any Arbitrable Dispute for which an arbitration is
elected. The arbitrator’s decision or award shall be fully enforceable and subject to an entry of
judgment by a court of competent jurisdiction. Should any party attempt to resolve an Arbitrable
Dispute for which an arbitration is elected by any method other than arbitration pursuant to this
Section, the responding party shall be entitled to recover from the initiating party all damages,
expenses and attorneys fees incurred as a result.




          (g) Legal Action. Prior to a Change in Control, except to enforce an arbitrator’s
award, no actions may be brought by a Claimant in any court with respect to an Arbitrable Dispute
that is arbitrated.




          (h) Following a Change in Control. Upon the occurrence of a Change in Control, an
independent party selected jointly by the Participants in the Plan prior to the Change in the
Control and the Committee or the Plan Administrator or other appropriate person shall assume all
duties and responsibilities of the Committee or Plan Administrator under this Section 9 and actions
may be brought by a Claimant in any appropriate court with respect to an Arbitrable Dispute that is
arbitrated. After a Change in Control, if any person or entity has failed to comply (or is
threatening not to comply) with any of its obligations under the Plan, or takes or threatens to
take any action to deny, diminish or to recover from any Participant the benefits intended to be
provided thereunder, the Company shall reimburse the Participant for reasonable attorneys fees and
related costs incurred in the pursuance or defense of the Participant’s rights. If the Participant
does not prevail, attorneys fees shall also be payable under the preceding sentence to the extent
the Participant had reasonable justification for pursuing its claim, but only to the extent that
the scope of such representation was reasonable.




     10. Effective Date.



          The Plan (as amended and restated herein) shall be effective as of December 1, 2008.




Flextronics International USA, Inc.




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Michael McNamara
 	 
	 	 	Michael McNamara 	 
	 	 	President 	 
	 




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