03022001 S8 PLAN




Exhibit 4.1



                               SOLECTRON CORPORATION

                     AMENDED AND RESTATED 1992 STOCK OPTION PLAN

1. Purposes of the Plan. The purposes of this Stock Option Plan are:



o to attract and retain the best available personnel for positions
       of substantial responsibility,

o to provide additional incentive to Employees, Consultants and
        Outside Directors, and

o to promote the success of the Company's business.




Options granted under the Plan may be Incentive Stock Options
or Nonstatutory Stock Options, as determined by the Administrator at the time of
grant. The Plan also provides for automatic grants of Nonstatutory Stock Options
to Outside Directors.

2. Definitions. As used herein, the following definitions
shall apply:



(a) "Administrator" means the Board or any of its Committees
as shall be administering the Plan, in accordance with Section 4 of the
Plan.

(b) "Applicable Laws" means the legal requirements relating
to the administration of stock option plans under state corporate and securities
laws and the Code.


(c) "Board" means the Board of Directors of the Company. 

(d) "Code" means the Internal Revenue Code of 1986, as
amended.

(e) "Committee" means a Committee appointed by the Board in
accordance with Section 4 of the Plan.

(f) "Common Stock" means the Common Stock of the Company.

(g) "Company" means Solectron Corporation, a Delaware corporation.



(h) "Consultant" means any person, including an advisor,
engaged by the Company or a Parent or Subsidiary to render services and who is
compensated for such services, provided that the term "Consultant" shall not
include Directors who are paid only a director's fee by the Company or who are
not compensated by the Company for their services as Directors.

(i) "Continuous Status as an Employee, Consultant or
Director" means that the employment, consulting or Outside Director relationship
is not interrupted or terminated by the Company, any Parent or Subsidiary.
Continuous Status as an Employee, Consultant or Director shall not be considered
interrupted in the case of: (i) any leave of absence approved by the
Administrator, including sick leave, military leave, or any other personal
leave; provided, however, that for purposes of Incentive Stock Options, any such
leave may not exceed ninety (90) days, unless reemployment upon the expiration
of such leave is guaranteed by contract (including certain Company policies) or
statute; or (ii) transfers between locations of the Company or between the
Company, its Parent, its Subsidiaries or its successor.

(j) "Director" means a member of the Board.

(k) "Disability" means total and permanent disability as
defined in Section 22(e)(3) of the Code.

(l) "Employee" means any person, including Officers and
Directors, employed by the Company or any Parent or Subsidiary of the Company.
Neither service as a Director nor payment of a director's fee by the Company
shall be sufficient to constitute "employment" by the Company.

(m) "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

(n) "Fair Market Value" means, as of any date, the value of
Common Stock determined as follows:



(i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the New York
Stock Exchange, the Fair Market Value of a Share of Common Stock shall be the
closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such system or exchange (or the exchange with the
greatest volume of trading in Common Stock) on the date of grant of the Option,
as reported in The Wall Street Journal or such other source as the Administrator
deems reliable;

(ii) If the Common Stock is quoted on the NASDAQ System (but
not on the National Market System thereof) or is regularly quoted by a
recognized securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between the high bid
and low asked prices for the Common Stock on the date of grant of the Option, as
reported in The Wall Street Journal or such other source as the Administrator
deems reliable;

(iii) In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith by the
Administrator.




(o) "Incentive Stock Option" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.

(p) "Nonstatutory Stock Option" means an Option not intended
to qualify as an Incentive Stock Option.

(q) "Notice of Grant" means a written notice evidencing
certain terms and conditions of an individual Option grant. The Notice of Grant
is part of the Option Agreement.

(r) "Officer" means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

(s) "Option" means a stock option granted pursuant to the
Plan.

(t) "Option Agreement" means a written agreement between the
Company and an

Optionee evidencing the terms and conditions of an individual
Option grant. The

Option Agreement is subject to the terms and conditions of
the Plan.

(u) "Optioned Stock" means the Common Stock subject to an
Option.

(v) "Optionee" means an Employee, Outside Director , or Consultant who holds
an outstanding Option.

(w) "Outside Director" shall mean a member of the Board of
Directors of the Company who is not an Employee or a Consultant.

(x) "Parent" means a "parent corporation", whether now or
hereafter existing, as defined in Section 424(e) of the Code.

(y) "Plan" means this Solectron Corporation 1992 Stock Option
Plan.

(z) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.

(aa) "Share" means a share of the Common Stock, as adjusted
in accordance with Section 12 of the Plan.

(bb) "Subsidiary" means a "subsidiary corporation", whether
now or hereafter existing, as defined in Section 424(f) of the Code.





3. Stock Subject to the Plan. Subject to the provisions of
Section 12 of the Plan, the maximum aggregate number of Shares which may be
optioned and sold under the Plan is 110,800,000 Shares of
Common Stock. The Shares may be authorized, but unissued, or reacquired Common
Stock. However, should the Company reacquire Shares which were issued pursuant
to the exercise of an Option, such Shares shall not become available for future
grant under the Plan.

If an Option expires or becomes unexercisable without having
been exercised in full, the unpurchased Shares which were subject thereto shall
become available for future grant under the Plan (unless the Plan has
terminated).

4. Administration of the Plan.


(a) Procedure. 



(i) Multiple Administrative Bodies. If permitted by Rule 16b-3, the Plan
may be administered by different bodies with respect to Directors,
Officers who are not Directors, and Employees who are neither Directors nor
Officers. 

(ii) Administration With Respect to Directors and Officers
Subject to Section 16(b). With respect to Option grants made to Employees who
are also Officers or Directors subject to Section 16(b) of the Exchange Act, the
Plan shall be administered by (A) the Board, if the Board may administer the
Plan in compliance with the rules governing a plan intended to qualify as a
discretionary plan under Rule 16b-3, or (B) a committee designated by the Board
to administer the Plan, which committee shall be constituted to comply with the
rules governing a plan intended to qualify as a discretionary plan under Rule
16b-3. Once appointed, such Committee shall continue to serve in its designated
capacity until otherwise directed by the Board. From time to time the Board may
increase the size of the Committee and appoint additional members, remove
members (with or without cause) and substitute new members, fill vacancies
(however caused), and remove all members of the Committee and thereafter
directly administer the Plan, all to the extent permitted by the rules governing
a plan intended to qualify as a discretionary plan under Rule 16b-3.

(iii) Administration With Respect to Other Persons. With
respect to Option grants made to Employees or Consultants who are neither
Directors nor Officers of the Company, the Plan shall be administered by (A) the
Board or (B) a committee designated by the Board, which committee shall be
constituted to satisfy Applicable Laws. Once appointed, such Committee shall
serve in its designated capacity until otherwise directed by the Board. The
Board may increase the size of the Committee and appoint additional members,
remove members (with or without cause) and substitute new members, fill
vacancies (however caused), and remove all members of the Committee and
thereafter directly administer the Plan, all to the extent permitted by
Applicable Laws.




(b) Powers of the Administrator. Subject to the provisions of
the Plan, and in the case of a Committee, subject to the specific duties
delegated by the Board to such Committee, the Administrator shall have the
authority, in its discretion:



(i) to determine the Fair Market Value of the Common Stock,
in accordance with Section 2(n) of the Plan;

(ii) to select the Consultants and Employees to whom Options
may be granted hereunder;

(iii)to determine whether and to what extent Options are
granted hereunder;

(iv) to determine the number of shares of Common Stock to be
covered by each Option granted hereunder;

(v) to approve forms of agreement for use under the Plan;

(vi) to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any award granted hereunder. Such terms and
conditions may include, but are not limited to, the exercise price, the time or
times when Options may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Option or the shares of Common Stock
relating thereto, based in each case on such factors as the Administrator, in
its sole discretion, shall determine;

(vii) to determine whether, to what extent and under what
circumstances Common Stock and other amounts payable with respect to an award
under this Plan shall be deferred either automatically or at the election of the
participant (including providing for and determining the amount (if any) of any
deemed earnings on any deferred amount during any deferral period);

(viii) to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the Common Stock covered
by such Option shall have declined since the date the Option was granted;

(ix) to construe and interpret the terms of the Plan;

(x) to prescribe, amend and rescind rules and regulations
relating to the Plan; 

(xi) to modify or amend each Option (subject to Section 14(c)
of the Plan);

(xii) to authorize any person to execute on behalf of the
Company any instrument required to effect the grant of an Option previously
granted by the Administrator;

(xiii) to determine the terms and restrictions applicable to
Options; and

(xiv) to make all other determinations deemed necessary or
advisable for administering the Plan.




(c) Effect of Administrator's Decision. The Administrator's
decisions, determinations and interpretations shall be final and binding on all
Optionees and any other holders of Options.




5. Eligibility.



(a) Options may be granted to Employees, Consultants and
Outside Directors provided that (i) Incentive Stock Options may only be granted
to Employees and (ii) Options may only be granted to Outside Directors in
accordance with the provisions of Section 5(b) hereof. Each Option shall be
designated in the Notice of Grant as either an Incentive Stock Option or a
Nonstatutory Stock Option. Subject to Section 5(b) with respect to Outside
Directors, an Employee, Consultant or Outside Director who has been granted an
option may, if such Employee, Consultant or Outside Director is otherwise
eligible, be granted additional Option(s).

(b) The provisions set forth in this Section 5(b) shall not
be amended more than once every six months, other than to comport with changes
in the Code, the Employee Retirement Income Security Act of 1974, as amended, or
the rules thereunder. All grants of Options to Outside Directors under this Plan
shall be automatic and non-discretionary and shall be made strictly in
accordance with the following provisions:



(i) No person shall have any discretion to select which
Outside Directors shall be granted Options or to determine the number of shares
to be covered by Options granted to Outside Directors; provided, however, that
nothing in this Plan shall be construed to prevent an Outside Director from
declining to receive an Option under this Plan.



(ii) Each new Outside Director shall receive an initial grant of
15,000 shares.  Beginning on December 1,
2000 and on the first day of December of each succeeding fiscal year of the
Company occurring during the life of the Plan, each Outside Director who was an
Outside Director on or before the last day of the first quarter of the fiscal
year of the Company just ended shall be automatically granted an Option to
purchase eight thousand
Shares, decreased or increased as provided in
Section 12 hereof.

An Outside Director
who was not an Outside Director on or before the last day of the first quarter
of the fiscal year of the Company just ended shall receive a pro rated portion
of the automatic option grant (decreased or increased as provided in Section 12
hereof). Such pro rated grant shall be calculated according to the number of
quarters of service in the just ended fiscal year of the Company. For the
purposes of this calculation, service for only a portion of the quarter shall be
deemed service for the whole quarter. For example, an Outside Director with one
and one-half quarters of service in the just ended fiscal year of the Company
will receive credit for two quarters of service and accordingly will receive a
grant of four thousand (4,000) Shares (decreased
or increased as provided in Section 12 hereof).


(iii) The terms of an Option granted pursuant to this Section
5(b) shall be as follows:



(A) the term of the Option shall be five (5) years;

(B) except as provided in Section 10 of this Plan, the Option
shall be exercisable only while the Outside Director remains a director;

(C) the exercise price per share of Common Stock shall be
100% of the Fair Market Value on the date of grant of the Option;

(D) the Option shall become exercisable in installments
cumulatively with respect to one twelfth (1/12th) of the Optioned Stock on the
first day of each month following the date of grant; provided, however, that in
no event shall any Option be exercisable prior to obtaining shareholder approval
of the Plan.









6. Limitations. 



(a) Each Option shall be designated in the Notice of Grant as
either an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designations, to the extent that the aggregate Fair Market
Value of Shares subject to an Optionee's incentive stock options granted by the
Company, any Parent or Subsidiary, which become exercisable for the first time
during any calendar year (under all plans of the Company or any Parent or
Subsidiary) exceeds $100,000, such excess Options shall be treated as
Nonstatutory Stock Options. For purposes of this Section 6(a), incentive stock
options shall be taken into account in the order in which they were granted, and
the Fair Market Value of the Shares shall be determined as of the time of
grant.

(b) Neither the Plan nor any Option shall confer upon an
Optionee any right with respect to continuing the Optionee's employment,
consulting or Director relationship with the Company, nor shall they interfere
in any way with the Optionee's right or the Company's right to terminate such
relationship at any time, with or without cause.

(c) The following limitations shall apply to grants of
Options to Employees:



(i) No Employee shall be granted, in any fiscal year of the
Company, Options to purchase more than 750,000 Shares.

(ii) The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 12.

(iii) If an Option is cancelled in the same fiscal year of
the Company in which it was granted (other than in connection with a transaction
described in Section 12), the cancelled Option will be counted against the limit
set forth in Section 6(c)(i). For this purpose, if the exercise price of an
Option is reduced, the transaction will be treated as a cancellation of the
Option and the grant of a new Option.








7. Term of Plan. Subject to Section 18 of the Plan, the Plan
shall become effective as of October 22, 1992. It shall continue in effect for a
term of ten (10) years unless terminated earlier under Section 14 of the
Plan.

8. Term of Option. The term of each Option shall be stated in
the Notice of Grant; provided, however, that in the case of an Incentive Stock
Option, the term shall be ten (10) years from the date of grant or such shorter
term as may be provided in the Notice of Grant. However, in the case of an
Incentive Stock Option granted to an Optionee who, at the time the Incentive
Stock Option is granted, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the term of the Incentive Stock Option shall be five (5) years from
the date of grant or such shorter term as may be provided in the Notice of
Grant.

9. Option Exercise Price and Consideration. 


(a) Exercise Price. The per share exercise price for the
Shares to be issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:


(i) In the case of an Incentive Stock Option


(A) granted to an Employee who, at the time the Incentive
Stock Option is granted, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of grant.

(B) granted to any Employee, the per Share exercise price
shall be no less than 100% of the Fair Market Value per Share on the date of
grant.




(ii) In the case of a Nonstatutory Stock Option, the per
Share exercise price may be less than 100%, but shall be no less than 85%, of
the Fair Market Value per Share on the date of grant, if the Administrator
determines that a discount from the Fair Market Value is appropriate in lieu of
the payment of a reasonable amount of salary or cash bonus to the Optionee.




(b) Waiting Period and Exercise Dates. At the time an Option
is granted, the Administrator shall fix the period within which the Option may
be exercised and shall determine any conditions which must be satisfied before
the Option may be exercised. In so doing, the Administrator may specify that an
Option may not be exercised until the completion of a service period.

(c) Form of Consideration. The Administrator shall determine
the acceptable form of consideration for exercising an Option, including the
method of payment. In the case of an Incentive Stock Option, the Administrator
shall determine the acceptable form of consideration at the time of grant. Such
consideration may consist of:



(i) cash;

(ii) check;

(iii) promissory note;

(iv) other Shares which (A) in the case of Shares acquired
upon exercise of an option, have been owned by the Optionee for more than six
months on the date of surrender, and (B) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which said
Option shall be exercised;

(v) delivery of a properly executed exercise notice together
with irrevocable instructions to a broker to promptly deliver to the Company the
amount of sale or loan proceeds required to pay the exercise price;

(vi) any combination of the foregoing methods of payment; or
(vii) such other consideration and method of payment for the issuance of Shares
to the extent permitted by Applicable Laws.






10. Exercise of Option.



(a) Procedure for Exercise; Rights as a Shareholder. Any
Option granted hereunder shall be exercisable according to the terms of the Plan
and at such times and under such conditions as determined by the Administrator
and set forth in the Option Agreement.

An Option may not be exercised for a fraction of a Share.

An Option shall be deemed exercised when the Company
receives: (i) written notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued
upon exercise of an Option shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her
spouse.

Until the stock certificate evidencing such Shares is issued
(as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), no right to vote or receive dividends
or any other rights as a shareholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. The Company shall issue (or
cause to be issued) such stock certificate promptly after the Option is
exercised. No adjustment will be made for a dividend or other right for which
the record date is prior to the date the stock certificate is issued, except as
provided in Section 12 of the Plan.

Exercising an Option in any manner shall decrease the number
of Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.

(b) Termination of Employment, Consulting or Outside Director
Relationship. In the event that an Optionee's Continuous Status as an Employee,
Consultant or Outside Director terminates (other than upon the Optionee's death
or Disability), the Optionee may exercise his or her Option, but only within
thirty (30) days (or such other period of time not exceeding three (3) months as
is determined by the Administrator), and only to the extent that the Optionee
was entitled to exercise it at the date of termination (but in no event later
than the expiration of the term of such Option as set forth in the Notice of
Grant). If, at the date of termination, the Optionee is not entitled to exercise
his or her entire Option, the Shares covered by the unexercisable portion of the
Option shall revert to the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified by the Administrator, the
Option shall terminate, and the Shares covered by such Option shall revert to
the Plan.

(c) Disability of Optionee. In the event that an Optionee's
Continuous Status as an Employee, Consultant or Outside Director terminates as a
result of the Optionee's Disability, the Optionee may exercise his or her Option
at any time within six (6) months from the date of such termination, but only to
the extent that the Optionee was entitled to exercise it at the date of such
termination (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant). If, at the date of termination, the
Optionee is not entitled to exercise his or her entire Option, the Shares
covered by the unexercisable portion of the Option shall revert to the Plan. If,
after termination, the Optionee does not exercise his or her Option within the
time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.

(d) Death of Optionee. In the event of the death of an
Optionee, the Option may be exercised at any time within six (6) months
following the date of death (but in no event later than the expiration of the
term of such Option as set forth in the Notice of Grant), by the Optionee's
estate or by a person who acquired the right to exercise the Option by bequest
or inheritance, but only to the extent that the Optionee was entitled to
exercise the Option at the date of death. If, at the time of death, the Optionee
was not entitled to exercise his or her entire Option, the Shares covered by the
unexercisable portion of the Option shall revert to the Plan. If, after death,
the Optionee's estate or a person who acquired the right to exercise the Option
by bequest or inheritance does not exercise the Option within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
immediately revert to the Plan.




11. Non-Transferability of Options. An Option may not be
sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee.

12. Adjustments Upon Changes in Capitalization, Dissolution,
Merger, Asset Sale or Change of Control.



(a) Changes in Capitalization. Subject to any required action
by the shareholders of the Company, the number of shares of Common Stock covered
by each outstanding Option, and the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Options have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an Option, as well as the price per share of Common Stock covered
by each such outstanding Option, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Option.

(b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, to the extent that an Option has not
been previously exercised, it will terminate immediately prior to the
consummation of such proposed action. The Board may, in the exercise of its sole
discretion in such instances, declare that any Option shall terminate as of a
date fixed by the Board and give each Optionee the right to exercise his or her
Option as to all or any part of the Optioned Stock, including Shares as to which
the Option would not otherwise be exercisable.

(c) Merger or Asset Sale. In the event of a merger of the
Company with or into another corporation, or the sale of substantially all of
the assets of the Company, each outstanding Option shall be assumed or an
equivalent option shall be substituted by the successor corporation or a Parent
or Subsidiary of the successor corporation. In the event that the successor
corporation does not agree to assume the Option or to substitute an equivalent
option or right, the Administrator shall, in lieu of such assumption or
substitution, provide for the Optionee to have the right to exercise the Option
as to all of the Optioned Stock, including Shares as to which it would not
otherwise be exercisable. If the Administrator makes an Option fully exercisable
in lieu of assumption or substitution in the event of a merger or sale of
assets, the Administrator shall notify the Optionee that the Option or shall be
fully exercisable for a period of thirty (30) days from the date of such notice,
and the Option will terminate upon the expiration of such period. For the
purposes of this paragraph, the Option shall be considered assumed if, following
the merger or sale of assets, the option confers the right to purchase, for each
Share of Optioned Stock subject to the Option immediately prior to the merger or
sale of assets, the consideration (whether stock, cash, or other securities or
property) received in the merger or sale of assets by holders of Common Stock
for each Share held on the effective date of the transaction (and if holders
were offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided, however, that if
such consideration received in the merger or sale of assets was not solely
common stock of the successor corporation or its Parent, the Administrator may,
with the consent of the successor corporation and the participant, provide for
the consideration to be received upon the exercise of the Option, for each Share
of Optioned Stock subject to the Option, to be solely common stock of the
successor corporation or its Parent equal in Fair Market Value to the per share
consideration received by holders of Common Stock in the merger or sale of
assets.




13. Date of Grant. The date of grant of an Option shall be,
for all purposes, the date on which the Administrator makes the determination
granting such Option, or such other later date as is determined by the
Administrator. Notice of the determination shall be provided to each Optionee
within a reasonable time after the date of such grant.

14. Amendment and Termination of the Plan.



(a) Amendment and Termination. The Board may at any time
amend, alter, suspend or terminate the Plan.

(b) Shareholder Approval. The Company shall obtain
shareholder approval of any Plan amendment to the extent necessary and desirable
to comply with Rule 16b-3 or with Section 422 of the Code (or any successor rule
or statute or other applicable law, rule or regulation, including the
requirements of any exchange or quotation system on which the Common Stock is
listed or quoted). Such shareholder approval, if required, shall be obtained in
such a manner and to such a degree as is required by the applicable law, rule or
regulation.

(c) Effect of Amendment or Termination. No amendment,
alteration, suspension or termination of the Plan shall impair the rights of any
Optionee, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the Optionee and
the Company.



15. Conditions Upon Issuance of Shares.



(a) Legal Compliance. Shares shall not be issued pursuant to
the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, Applicable Laws,
and the requirements of any stock exchange or quotation system upon which the
Shares may then be listed or quoted, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.

(b) Investment Representations. As a condition to the
exercise of an Option, the Company may require the person exercising such Option
to represent and warrant at the time of any such exercise that the Shares are
being purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required.




16. Liability of Company. 



(a) Inability to Obtain Authority. The inability of the
Company to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

(b) Grants Exceeding Allotted Shares. If the Optioned Stock
covered by an Option exceeds, as of the date of grant, the number of Shares
which may be issued under the Plan without additional shareholder approval, such
Option shall be void with respect to such excess Optioned Stock, unless
shareholder approval of an amendment sufficiently increasing the number of
Shares subject to the Plan is timely obtained in accordance with Section 14(b)
of the Plan.




17. Reservation of Shares. The Company, during the term of
this Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.

18. Shareholder Approval. Continuance of the Plan shall be
subject to approval by the shareholders of the Company within twelve (12) months
before or after the date the Plan is adopted. Such shareholder approval shall be
obtained in the manner and to the degree required under applicable federal and
state law.

















SOLECTRON CORPORATION

                      1992 STOCK OPTION PLAN

                  STOCK OPTION AGREEMENT - FOUR YEAR VESTING

Unless otherwise defined herein, the terms defined in the
Plan shall have the same defined meanings in this Option Agreement.

I.NOTICE OF STOCK OPTION GRANT



You have been granted an option to purchase Common Stock
of the Company, subject to the terms and conditions of the Plan and this Stock
Option Agreement.

1.Vesting Schedule:

This Option may be exercised, in whole or in part, in
accordance with the following schedule:

(a)Subject to Subsection 2(a), below, this Option
shall be exercisable cumulatively as a fraction of the shares the numerator of
which is the number of whole months elapsed from the Vesting Commencement Date
and the denominator of which is 48.

(b)This Option may not be exercised for a
fraction of a share.

2.Termination Period:

This Option may be exercised for thirty (30) days
after termination of employment or consulting relationship, or such longer
period as may be applicable upon death or disability of the Optionee as provided
in the Plan, but in no event later than the Term/Expiration Date as provided
above.

II.AGREEMENT

1.Grant of Option. The Plan Administrator of
the Company hereby grants to the Optionee named in the Notice of Grant (the
"Optionee"), an option (the "Option") to purchase a number of Shares, as set
forth in the Notice of Grant, at the exercise price per share set forth in the
Notice of Grant (the "Exercise Price"), subject to the terms and conditions of
the Plan, which is incorporated herein by reference. Subject to Section 14(c) of
the Plan, in event of a conflict between the terms and conditions of the Plan
and the terms and conditions of this Option Agreement, the terms and conditions
of the Plan shall prevail.

If designated in the Notice of Grant as an Incentive
Stock Option, this Option is intended to qualify as an Incentive Stock Option
under Section 422 of the Code.

2.Exercise of Option.

(a)Right to Exercise. This Option is
exercisable during its term in accordance with the Vesting Schedule set out in
the Notice of Grant and the applicable provisions of the Plan and this Option
Agreement. In the event of Optionee's death, disability or other termination of
Optionee's employment or consulting relationship, the exercisability of the
Option is governed by the applicable provisions of the Plan and this Option
Agreement.

 

(b)Method of Exercise. This Option is
exercisable by delivery of an exercise notice, (the "Exercise Notice"), which
shall state the election to exercise the Option, the number of Shares in respect
of which the Option is being exercised (the "Exercised Shares"), and such other
representations and agreements as may be required by the Company pursuant to the
provisions of the Plan. Until the stock certificate evidencing such Shares is
issued (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the company), no right to vote or receive
dividends or any other rights as a shareholder shall exist with respect to the
Optioned Stock, notwithstanding the exercise of the Option.

The Company shall issue (or cause to be issued) such stock
certificate promptly after the Option is exercised. No adjustment will be made
for a dividend or other right for which the record date is prior to the date the
stock certificate is issued, except as provided in Section 12 of the Plan. The
Exercise Notice shall be accompanied by payment of the aggregate Exercise Price
as to all Exercised Shares. This Option shall be deemed to be exercised upon
receipt by the Company of such fully executed Exercise Notice accompanied by
such aggregate Exercise Price.

No Shares shall be issued pursuant to the exercise of
this Option unless such issuance and exercise complies with all relevant
provisions of law and the requirements of any stock exchange upon which the
Shares are then listed. Assuming such compliance, for income tax purposes the
Exercised Shares shall be considered transferred to the Optionee on the date the
Option is exercised with respect to such Exercised Shares.

3.Methods of Payment.Payment of the
aggregate Exercise Price shall be by any of the following, or a combination
thereof, at the election of the Optionee:

(a)cash; or

(b)check; or

(c)surrender of other Shares which (i) in the
case of shares acquired upon exercise of an option, have been owned by the
Optionee for more than six (6) months on the date of surrender, and (ii) have a
Fair Market Value on the date of surrender equal to the aggregate Exercise Price
of the Exercised Shares; or



(d)delivery of a properly executed exercise
notice together with irrevocable instructions to a broker to promptly deliver to
the Company the amount of sale or loan proceeds required to pay the exercise
price.

4.Non-Transferability of Option. This Option
may not be transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime of Optionee
only by the Optionee. The terms of the Plan and this Option Agreement shall be
binding upon the executors, administrators, heirs, successors and assigns of the
Optionee.

5.Term of Option. This Option may be exercised
only within the term set out in the Notice of Grant, and may be exercised during
such term only in accordance with the Plan and the terms of the Option
Agreement.

 

6.Tax Consequences. Some of the federal tax
consequences relating to this Option, as of the date of this Option, are set
forth below. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND
REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER
BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

(a)Exercising the Option.

(i) Nonqualified Stock Option ("NSO").
If this Option does not qualify as an ISO, the Optionee may incur regular
federal income tax liability upon exercise. The Optionee will be treated as
having received compensation income (taxable at ordinary income tax rates) equal
to the excess, if any, of the fair market value of the Exercisable Shares on the
date of exercise over their aggregate Exercise Price. If the Optionee is an
employee, the Company will be required to withhold from his or her compensation
or collect from Optionee and pay to the applicable taxing authorities an amount
equal to a percentage of this compensation income at the time of exercise.

(ii) Incentive Stock Option ("ISO"). If
this Option qualifies as an ISO, the Optionee will have no regular federal
income tax liability upon its exercise, although the excess, if any, of the fair
market value of the Exercised Shares on the date of exercise over their
aggregate Exercise Price will be treated as an adjustment to the alternative
minimum tax for federal tax purposes and may subject the Optionee to alternative
minimum tax in the year of exercise.

(b)Disposition of Shares.

(i) NSO. If the Optionee holds NSO
Shares for at least one year, any gain realized on disposition of the Shares
will be treated as long-term capital gain for federal income tax purposes.

(ii) ISO. If the Optionee holds ISO Shares
for at least one year after exercise and two years after the grant date, any
gain realized on disposition of the Shares will be treated as long-term capital
gain for federal income tax purposes. If the Optionee disposes of ISO Shares
within one year after exercise or two years after the grant date, any gain
realized on such disposition will be treated as compensation income (taxable at
ordinary income rates) to the extent of the excess, if any, of the lesser of (A)
the difference between the fair market value of the Shares acquired on the date
of exercise and the aggregate Exercise Price, or (B) the difference between the
sale price of such Shares and the aggregate Exercise Price.

(c)Notice of Disqualifying disposition of ISO
Shares. If the Optionee sells or otherwise disposes of any of the Shares
acquired pursuant to an ISO on or before the later of (i) two years after the
grant date, or (ii) one year after the exercise date, the Optionee shall
immediately notify the Company in writing of such disposition. The Optionee
agrees that he or she may be subject to income tax withholding by the company on
the compensation income recognized from such early disposition.

OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF
SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT
THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS
OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES
THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S STOCK OPTION PLAN WHICH IS
INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH
RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN
ANY WAY WITH HIS OR HER RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS OR HER
EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

You and the Company agree that this Option is granted under
and governed by the terms and conditions of the Plan and this Option Agreement.
Optionee has reviewed the Plan and this Option Agreement in their entirety, has
had an opportunity to obtain the advice of counsel prior to executing this
Option Agreement and fully understands all provisions of the Plan and Option
Agreement. Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Administrator upon any questions relating
the Plan and Option Agreement.

Acceptance of this stock option grant and agreement is made
by failing to reject it in the manner described below. In other words, if you do
not notify Solectron to the contrary, your acceptance of the stock option grant
and agreement will be implied and enforceable by law. If you do not wish to
accept the stock option grant and agreement, you must notify Solectron via e-
mail to StockAdministration@ca.slr.com within 30 days of the date of receipt
regarding your decision. Within two business days, you will receive a return e-
mail from Stock Administration confirming your rejection of the stock option
grant and agreement. If a confirmation is not received within two business days,
call 408-956-6731. You must ensure you receive confirmation or your acceptance
of the stock option grant and agreement will be implied and enforceable by law.
By notifying Solectron that you do not accept the stock option grant and
agreement, you will be electing to refuse the grant and to withdraw from
participation in the plan.







































SOLECTRON CORPORATION

                  1992 STOCK OPTION PLAN

                  STOCK OPTION AGREEMENT - TWO YEAR VESTING

Unless otherwise defined herein, the terms defined in the
Plan shall have the same defined meanings in this Option Agreement.

I.NOTICE OF STOCK OPTION GRANT



You have been granted an option to purchase Common Stock
of the Company, subject to the terms and conditions of the Plan and this Stock
Option Agreement.

1.Vesting Schedule:

This Option may be exercised, in whole or in part, in
accordance with the following schedule:





	Subject to Subsection 2(a), below, this Option shall be
100% exercisable on the second anniversary from the date of grant.

(b) This Option may not be exercised for a fraction
of a share.

2.Termination Period:

This Option may be exercised for thirty (30) days
after termination of employment or consulting relationship, or such longer
period as may be applicable upon death or disability of the Optionee as provided
in the Plan, but in no event later than the Term/Expiration Date as provided
above.

II.AGREEMENT

1.Grant of Option. The Plan Administrator of
the Company hereby grants to the Optionee named in the Notice of Grant (the
"Optionee"), an option (the "Option") to purchase a number of Shares, as set
forth in the Notice of Grant, at the exercise price per share set forth in the
Notice of Grant (the "Exercise Price"), subject to the terms and conditions of
the Plan, which is incorporated herein by reference. Subject to Section 14(c) of
the Plan, in event of a conflict between the terms and conditions of the Plan
and the terms and conditions of this Option Agreement, the terms and conditions
of the Plan shall prevail.

If designated in the Notice of Grant as an Incentive
Stock Option, this Option is intended to qualify as an Incentive Stock Option
under Section 422 of the Code.

2.Exercise of Option.

(a)Right to Exercise. This Option is
exercisable during its term in accordance with the Vesting Schedule set out in
the Notice of Grant and the applicable provisions of the Plan and this Option
Agreement. In the event of Optionee's death, disability or other termination of
Optionee's employment or consulting relationship, the exercisability of the
Option is governed by the applicable provisions of the Plan and this Option
Agreement.

(b)Method of Exercise. This Option is
exercisable by delivery of an exercise notice, (the "Exercise Notice"), which
shall state the election to exercise the Option, the number of Shares in respect
of which the Option is being exercised (the "Exercised Shares"), and such other
representations and agreements as may be required by the Company pursuant to the
provisions of the Plan. Until the stock certificate evidencing such Shares is
issued (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the company), no right to vote or receive
dividends or any other rights as a shareholder shall exist with respect to the
Optioned Stock, notwithstanding the exercise of the Option.

The Company shall issue (or cause to be issued) such stock
certificate promptly after the Option is exercised. No adjustment will be made
for a dividend or other right for which the record date is prior to the date the
stock certificate is issued, except as provided in Section 12 of the Plan. The
Exercise Notice shall be accompanied by payment of the aggregate Exercise Price
as to all Exercised Shares. This Option shall be deemed to be exercised upon
receipt by the Company of such fully executed Exercise Notice accompanied by
such aggregate Exercise Price.

No Shares shall be issued pursuant to the exercise of
this Option unless such issuance and exercise complies with all relevant
provisions of law and the requirements of any stock exchange upon which the
Shares are then listed. Assuming such compliance, for income tax purposes the
Exercised Shares shall be considered transferred to the Optionee on the date the
Option is exercised with respect to such Exercised Shares.

3.Methods of Payment.Payment of the
aggregate Exercise Price shall be by any of the following, or a combination
thereof, at the election of the Optionee:

(a)cash; or

(b)check; or

(c)surrender of other Shares which (i) in the
case of shares acquired upon exercise of an option, have been owned by the
Optionee for more than six (6) months on the date of surrender, and (ii) have a
Fair Market Value on the date of surrender equal to the aggregate Exercise Price
of the Exercised Shares; or



(d)delivery of a properly executed exercise
notice together with irrevocable instructions to a broker to promptly deliver to
the Company the amount of sale or loan proceeds required to pay the exercise
price.

4.Non-Transferability of Option. This Option
may not be transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime of Optionee
only by the Optionee. The terms of the Plan and this Option Agreement shall be
binding upon the executors, administrators, heirs, successors and assigns of the
Optionee.

5.Term of Option. This Option may be exercised
only within the term set out in the Notice of Grant, and may be exercised during
such term only in accordance with the Plan and the terms of the Option
Agreement.

6.Tax Consequences. Some of the federal tax
consequences relating to this Option, as of the date of this Option, are set
forth below. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND
REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER
BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

(a)Exercising the Option.

(i) Nonqualified Stock Option ("NSO").
If this Option does not qualify as an ISO, the Optionee may incur regular
federal income tax liability upon exercise. The Optionee will be treated as
having received compensation income (taxable at ordinary income tax rates) equal
to the excess, if any, of the fair market value of the Exercisable Shares on the
date of exercise over their aggregate Exercise Price. If the Optionee is an
employee, the Company will be required to withhold from his or her compensation
or collect from Optionee and pay to the applicable taxing authorities an amount
equal to a percentage of this compensation income at the time of exercise.

(ii) Incentive Stock Option ("ISO"). If
this Option qualifies as an ISO, the Optionee will have no regular federal
income tax liability upon its exercise, although the excess, if any, of the fair
market value of the Exercised Shares on the date of exercise over their
aggregate Exercise Price will be treated as an adjustment to the alternative
minimum tax for federal tax purposes and may subject the Optionee to alternative
minimum tax in the year of exercise.

(b)Disposition of Shares.

(i) NSO. If the Optionee holds NSO
Shares for at least one year, any gain realized on disposition of the Shares
will be treated as long-term capital gain for federal income tax purposes.

(ii) ISO. If the Optionee holds ISO Shares
for at least one year after exercise and two years after the grant date, any
gain realized on disposition of the Shares will be treated as long-term capital
gain for federal income tax purposes. If the Optionee disposes of ISO Shares
within one year after exercise or two years after the grant date, any gain
realized on such disposition will be treated as compensation income (taxable at
ordinary income rates) to the extent of the excess, if any, of the lesser of (A)
the difference between the fair market value of the Shares acquired on the date
of exercise and the aggregate Exercise Price, or (B) the difference between the
sale price of such Shares and the aggregate Exercise Price.

(c)Notice of Disqualifying disposition of ISO
Shares. If the Optionee sells or otherwise disposes of any of the Shares
acquired pursuant to an ISO on or before the later of (i) two years after the
grant date, or (ii) one year after the exercise date, the Optionee shall
immediately notify the Company in writing of such disposition. The Optionee
agrees that he or she may be subject to income tax withholding by the company on
the compensation income recognized from such early disposition.

OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF
SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT
THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS
OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES
THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S STOCK OPTION PLAN WHICH IS
INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH
RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN
ANY WAY WITH HIS OR HER RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS OR HER
EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

You and the Company agree that this Option is granted under
and governed by the terms and conditions of the Plan and this Option Agreement.
Optionee has reviewed the Plan and this Option Agreement in their entirety, has
had an opportunity to obtain the advice of counsel prior to executing this
Option Agreement and fully understands all provisions of the Plan and Option
Agreement. Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Administrator upon any questions relating
the Plan and Option Agreement.

Acceptance of this stock option grant and agreement is made
by failing to reject it in the manner described below. In other words, if you do
not notify Solectron to the contrary, your acceptance of the stock option grant
and agreement will be implied and enforceable by law. If you do not wish to
accept the stock option grant and agreement, you must notify Solectron via e-
mail to StockAdministration@ca.slr.com within 30 days of the date of receipt
regarding your decision. Within two business days, you will receive a return e-
mail from Stock Administration confirming your rejection of the stock option
grant and agreement. If a confirmation is not received within two business days,
call 408-956-6731. You must ensure you receive confirmation or your acceptance
of the stock option grant and agreement will be implied and enforceable by law.
By notifying Solectron that you do not accept the stock option grant and
agreement, you will be electing to refuse the grant and to withdraw from
participation in the plan.






































SOLECTRON CORPORATION

                  1992 STOCK OPTION PLAN

                  EXERCISE NOTICE

Solectron Corporation Exercise Form for Cash Exercises and
Same-Day-Sales Through Non-Company Brokers

Please complete the following information by printing clearly:



Optionee Name:________________________________     Employee ID # :  ________________________
Address:     ________________________________     Work Phone Number:_____________________
             ________________________________     Home Phone Number:_____________________
********************************************************************************************
Option(s) Exercised:
                                              Price           Number of Shares
Grant Date     Grant Number      Per Share      to be Exercised      Total Exercise Price *

__________     __________      __________     __________
__________     __________      __________     __________
__________     __________      __________     __________
__________     __________      __________     __________

*  If you are exercising a nonqualified stock option (NQSO), there are taxes due and payable on
the date of exercise.  Please contact Stock Administration at (408) 956-6731 for calculation of
these taxes before completing this form.
********************************************************************************************
Payment Method and Issuance Instructions:
___  Cash Exercise:                              ___ Cashless Exercise/Same-Day-Sale
Attached is my personal check* #__________       Market Order? ____ Yes   ____ No
in the amount of $_____________ to pay for       Limit Price: $_______________
the exercise of my stock option as listed
above.


Issue the certificate in my name and             Issue the certificate in the name of the broker
send it to:                                      indicated below for my benefit.
_____  My home address listed above,     OR
_____  My broker:
       Broker Name: __________________           Broker Name:_________________________
       Company Name:__________________           Company Name:________________________
       Address:_______________________           Address:_____________________________
               _______________________                   _____________________________
       Account #:_____________________           Account #:___________________________
       Phone #:_______________________           Phone #:_____________________________
       Fax #:_________________________           Fax #:_______________________________
       DTC #:_________________________           DTC #:_______________________________

*If you are a former associate of Solectron Corporation and paying cash for your shares, a
cashier's check will be required to exercise your option - a personal check will not be
accepted.
*******************************************************************************************
I hereby agree to notify Solectron Corporation upon the transfer/sale of my shares acquired
under any ISO exercise and agree to hold harmless Solectron Corporation regarding the reporting
of income subject to the transfer/sale of these shares.  I am not relying on the Company for
any tax advice.
*******************************************************************************************
The undersigned holder of the stock option(s) described above irrevocably exercises such
option(s) as set forth and herewith makes payment therefore, all at the price and on the terms
and conditions specified in the stock option agreement(s) pertaining to the option(s) exercised.

NOTE:        For Cash Exercises, mail your completed exercise form and a check made payable to
             Solectron Corporation to:

Solectron Corporation, Attention: Stock Administration, 847 Gibraltar Drive, Building #5,
Milpitas, CA 95035.  The date indicated on your check will be the date of exercise provided
that the check and exercise form are received within four business days from the check
signature date.  Otherwise, the exercise date will be the date of receipt of the check.  For
Cashless Exercises, call your broker to place your trade order and then fax this completed
exercise form to Solectron Corporation, Attention: Stock Administration at fax number (408)
956-6096.  If your broker requires a copy of this exercise form, it is your responsibility to
fax or mail it to him/her.
________________________________________________       Date:____________________
Optionee Signature





Employee Name
Street Address
City, State Zip Code


Notice of Grant of Stock Options and Option Agreement

Solectron Corporation
ID: 94-2447045
847 Gibraltar Drive
Milpitas, CA  95034




Option Number________
Plan: 1992
Employee ID: ________
Location:    ________


Effective  ________, you have been granted a(n)  Incentive Stock Option (ISO) to buy ______
shares of SOLECTRON CORPORATION stock at __________ per share.


The total option price of the shares granted is $____________.

The shares will vest monthly at a rate of 1/48 of the total granted.  The first date shares
will be available for exercise is one month from the vesting commencement date of ___________.

Shares in each period will become fully vested on the date shown.

               Shares    Vest Type Full Vest  Expiration
             ----------- --------- ---------- ---------
                         Monthly






Employee Name
Street Address
City, State Zip Code


Notice of Grant of Stock Options and Option Agreement

Solectron Corporation
ID: 94-2447045
847 Gibraltar Drive
Milpitas, CA  95034




Option Number________
Plan: 1992
Employee ID: ________
Location:    ________


Effective  ________, you have been granted a(n)  Incentive Stock Option (ISO) to buy ______
shares of SOLECTRON CORPORATION stock at __________ per share.

The total option price of the shares granted is $____________.

The shares will become 100% vested on the second anniversary from the date of grant.

Shares in each period will become fully vested on the date shown.

               Shares    Vest Type Full Vest  Expiration
             ----------- --------- ---------- ---------
                         Monthly