exv10w9



 





Exhibit 10.9




EXECUTION COPY




SOLECTRON CORPORATION




MARC ONETTO CONSULTING AGREEMENT AND GENERAL RELEASE




     This Consulting Agreement and General Release (this “Agreement”) is made by and between Marc
Onetto (“Consultant”) and Solectron Corporation, a Delaware corporation (the “Company”).
Consultant and the Company are collectively referred to herein as the “Parties.”



RECITALS




     WHEREAS, Consultant is employed by the Company in the capacity of Executive Vice President of
Worldwide Operations;



     WHEREAS, Consultant and the Company entered into an employment agreement dated June 18, 2003
(the “Employment Agreement”);



     WHEREAS, Consultant’s employment relationship with the Company will terminate without Cause
(as defined in the Employment Agreement) on June 23, 2006 (the “Transition Date”);



     WHEREAS, Consultant’s relationship with the Company will transform into that of a consultant
beginning on the Transition Date;



     WHEREAS, Consultant and the Company wish to provide for Consultant’s orderly transition from
the position of Executive Vice President of Worldwide Operations, and mutually desire that
Consultant continue to provide his services to the Company for an agreed-upon period as set forth
herein; and



     WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances,
charges, actions, petitions and demands that the Consultant may have against the Company,
including, but not limited to, any and all claims arising or in any way related to Consultant’s
employment with, or separation from, the Company;



     NOW THEREFORE, in consideration of the promises made herein after and conditioned upon
Consultant’s compliance with all conditions and covenants contained in this Agreement, the Parties
hereby agree as follows:



COVENANTS




     1. Scope of Consulting Services.



          (a) Duties. In accordance with the terms of the Employment Agreement, the Parties
agree that for the six (6)-month period following the Transition Date (the “Consulting Term”),
Consultant will serve as a consultant to the Company. In this capacity, Consultant will render
such business and professional services in the

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performance of his duties as shall reasonably be assigned to him by the Chief Executive
Officer of the Company (the “CEO”), not to exceed five (5) calendar days per month.




          (b) Independent Contractor Relationship. As of the Transition Date, it is the express
intention of the Parties that Consultant will be an independent contractor of the Company. Nothing
in this Agreement shall in any way be construed to constitute Consultant as an agent, employee or
representative of the Company, but Consultant shall perform the services hereunder as an
independent contractor. Consultant agrees to furnish (or reimburse the Company for) all tools and
materials necessary to accomplish the services in this Agreement, and shall incur all expenses
associated with performance, except as expressly set forth herein. Consultant acknowledges and
agrees that Consultant is obligated to report as income all compensation received by Consultant
pursuant to this Agreement, and Consultant agrees to and acknowledges the obligation to pay all
self-employment and other taxes thereon.




          (c) Obligations. Consultant certifies that Consultant has no outstanding agreement or
obligation that is in conflict with any of the provisions of this Agreement, or that would preclude
Consultant from complying with the provisions hereof, and further certifies that Consultant will
not enter into any such conflicting agreement during the term of this Agreement. During the
Consulting Term and thereafter, Consultant may engage in other employment or consulting activities
for any other entity or person, provided such activities do not violate any provisions of this
Agreement, the Employment Agreement or the Exempt Proprietary Information Agreement between
Consultant and the Company (the “Proprietary Information Agreement”), including, without
limitation, Sections 6 and 7 hereof.




     2. Compensation for Consulting Services.



          (a) Consulting Fees. During the Consulting Term, the Company will pay Consultant
aggregate consulting fees equal to one-half (1/2) of the sum of Consultant’s annual Base Salary and
Target Bonus (each as defined in the Employment Agreement), each at the level in effect on the
Transition Date. Consultant’s fees shall be paid ratably during the Consulting Term in accordance
with the Company’s regular payroll schedule, subject to a delay in payment as described in Section
4 hereof.




          (b) Equity. Consultant’s outstanding stock options and other equity awards will
continue to vest during the Consulting Term in accordance with the applicable vesting schedule(s).
Consultant’s right to exercise any vested shares following his termination of service hereunder
will be governed by the terms of the applicable stock option and other agreements and the
applicable plans under which such awards were granted.




          (c) Benefits. Pursuant to Section 8(a) of the Employment Agreement, Consultant will
receive Company-paid coverage for Consultant and Consultant’s eligible dependents under the
Company’s Benefit Plans (as defined in the Employment Agreement) during the Consulting Term.
Consultant will not be entitled to any other benefits which the Company may make available to its
employees, including, but not

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limited to, disability, life insurance or retirement benefits, except that (i) the Company
shall transfer title to the computer and cell phone used by Consultant as of the Transition Date to
the Consultant, provided Consultant makes arrangements to the satisfaction of the Company for the
satisfaction of applicable tax withholding related to such transfer, (ii) the Company will
reimburse Consultant’s costs of his use of such cell phone during the Consulting Term as it relates
to the provision of services to the Company and only after Consultant has submitted documentation
to the Company substantiating any such costs to the reasonable satisfaction of the Company, and
(iii) in lieu of all financial counseling Benefits Consultant would be entitled to receive under
the terms of the Employment Agreement, Consultant shall be paid $6,000, less applicable tax
withholding, on the Effective Date.




     3. Consideration. In consideration for the release of claims and other covenants
contained herein and conditioned upon Consultant’s compliance with all conditions and covenants
contained in this Agreement, including, without limitation, the provisions regarding
confidentiality, non-disparagement, non-competition and non-solicitation following the Transition
Date, the Company will provide Consultant, in addition to the compensation for Consultant’s
consulting services, the following severance benefits in accordance with the terms of the
Employment Agreement, subject to the effectiveness of this Agreement and Section 14:



          (a) Deferred Compensation. On the Effective Date, the Deferred Compensation Payment
(as defined in the Employment Agreement) (as adjusted for investment returns thereon) will
immediately vest and be paid to Consultant in accordance with Consultant’s payout election and the
terms of the Company’s Executive Deferred Compensation Plan (the “Deferred Compensation Plan”) and
subject to the terms of this Agreement. For avoidance of doubt, for purposes of the Deferred
Compensation Plan, Consultant shall be deemed to have terminated service with the Company on the
Transition Date.




          (b) Equity Awards. As of the Effective Date, the Restricted Stock (as defined in the
Employment Agreement) will immediately vest and be released from the Company’s repurchase right.




          (c) Signing Bonus. As of the earlier of (i) June 18, 2006, or (ii) the Effective
Date, Consultant will have no repayment obligation with respect to the Signing Bonus (as defined in
the Employment Agreement).




          (d) Severance Payment. Following the end of the Consulting Term, Consultant will
receive a lump sum payment equal to one (1) times his annual Base Salary and Target Bonus (each as
defined in the Employment Agreement), each at the level in effect on the Transition Date.




          (e) Benefits. Consultant will receive Company-paid coverage for Consultant and
Consultant’s eligible dependents under the Company’s Benefit Plans (as defined in the Employment
Agreement) for twelve (12) months following the end of the Consulting Term. Consultant’s rights to
continuation of group medical benefits pursuant




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to Part 6 of Title I of the Employee Retirement Income Security Act of 1974 and analogous
provisions of the Internal Revenue Code (“COBRA”) shall commence at the end of such 12-month
period.




     4. Delayed Payment of Certain Amounts. The Parties acknowledge that Section 409A
(“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”) imposes accelerated
gross income inclusion, interest and additional income taxes (“409A Penalties”) on deferred
compensation (as defined under Section 409A) that does not meet certain requirements set forth in
Section 409A, and that as of the date this Agreement is executed, final Treasury Regulations have
not been promulgated thereunder. Provisions of this Agreement that are or may be deemed to be or
to relate to a deferred compensation plan (as defined in Section 409A and the proposed regulations
promulgated thereunder to date) have been agreed on between the Parties in good faith reliance on
the application of and the guidance contained in IRS Notice 2005-1 and Sections 1.409A-1, -2 and -3
of the proposed Treasury Regulations and the preamble thereto, including the transitional rules
thereof, to the facts and circumstances of Consultant’s employment and the termination thereof.
Consultant and the Company intend that, from and after the Transition Date, Consultant will not
provide substantial services for the Company, and that Consultant will have a “separation from
service” from the Company for purposes of Section 409A as of the Transition Date. The Parties
agree that it is not intended that 409A Penalties apply to any payment or the provision of any
benefit hereunder, and accordingly, the provisions of this Section 4 will apply to any payment or
benefit to which 409A Penalties would apply, regardless of whether such payment or benefit is
explicitly made subject to this Section 4. Accordingly, the Parties hereby agree that no (i)
consulting fees pursuant to Section 2(a), (ii) any compensation that Consultant deferred under the
Deferred Compensation Plan or any other non-qualified deferred compensation plan maintained by the
Company that was not grandfathered or otherwise exempt from the provisions of Section 409A (it
being understood between the Parties that the Deferred Compensation Payment (as defined in the
Employment Agreement) and any earnings thereon are grandfathered or otherwise exempt from the
provisions of Section 409A), or (iii) severance payments pursuant to Section 3(d), will be paid
prior to the date, with respect to any payment, that such payment may be made without being a
prohibited distribution under Code Section 409A(a)(2)(B), as mutually determined by the Company and
the Consultant, acting in good faith. Upon the expiration of the applicable Code Section
409A(a)(2)(B) deferral period, all payments and benefits deferred pursuant to this Section 4
(whether they would have otherwise been payable in a single sum or in installments in the absence
of such deferral) shall be paid or reimbursed to Consultant in a lump sum payment, and any
remaining payments and benefits due under this Agreement shall be paid or provided in accordance
with the normal payment dates specified for them herein. If delay or postponement of a payment or
the provision of a benefit would not avoid the imposition of 409A Penalties, then the Parties agree
to cooperate diligently to revise the Agreement in order to preserve insofar as possible the
payment or benefit free from 409A Penalties. Notwithstanding the foregoing, Consultant will be
responsible for all taxes under Section 409A or any other Section of the Code and any other taxes
that would ordinarily be the responsibility of Consultant by law, statute, rule or regulation and
the Company in no way will be required to indemnify Consultant for the same.



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     5. Payment of Salary and other Compensation and Benefits. Except for amounts set
forth in Sections 2 or 3 that are payable after the Transition Date or that are delayed pursuant to
Section 4, on or prior to the Transition Date, the Company shall pay Consultant the amount of any
and all accrued but unpaid salary, wages, bonuses, commissions, profit-sharing, accrued but unusued
vacation, and reimburseable expenses owed to Consultant as of the Transition Date in connection
with his employment prior to the Transition Date.



     6. Non-Competition. Consultant, as a condition to the receipt of the consideration
set forth in this Agreement, agrees not to render services for any of the Company’s Competitors (as
defined below) during the twenty-four (24) month period following the Transition Date. In the
event Consultant engages in Competition (as defined below) within such period, all continuing
payments and benefits to which Consultant may otherwise be entitled pursuant to Sections 2 and 3 of
this Agreement and/or the Employment Agreement will immediately cease (including Consultant’s
ability to exercise any outstanding stock options) and the Company will be entitled to monetary
damages (not to exceed the value of the applicable compensation and severance benefits actually
paid pursuant to Sections 2 and 3 of this Agreement) or equitable relief in the event of a breach
of such covenant.



          For these purposes, the term “Competitor” shall mean any of the following companies: (i)
Celestica Inc., (ii) Flextronics International Ltd., (iii) Foxconn Electronics Inc., (iv) Jabil
Circuit, Inc., (v) Plexus Corp., and (vi) Sanmina-SCI Corporation. For purposes of this Agreement,
Consultant will be deemed to be have engaged in “Competition” if he renders services for any of the
Competitors.




     7. Non-Solicitation. During the twenty-four (24) month period following the
Transition Date, Consultant, whether as employee, owner, sole proprietor, partner, director,
member, consultant, agent, founder, co-venturer or otherwise, will: (i) not, directly or indirectly
solicit, induce or encourage any person to leave employment with the Company; or (ii) not directly
or indirectly solicit business from any of the Company’s substantial customers and users on behalf
of any Competitor (as defined above). In the event Consultant breaches this non-solicitation
covenant, all continuing payments and benefits to which Consultant may otherwise be entitled
pursuant to Sections 2 and 3 of this Agreement will immediately cease (including Consultant’s
ability to exercise any outstanding stock options).



     8. Non-Disparagement. During the twenty-four (24) month period following the
Transition Date, (i) Consultant agrees to refrain from any disparagement, defamation, libel or
slander of the Company or its products, services, officers, directors, employees, or other
representatives, and (ii) the Company (acting through its directors and officers), its directors
and officers will not disparage Consultant.



     9. Confidential Information. Consultant shall continue to comply with the terms and
conditions of the Proprietary Information Agreement, and maintain the confidentiality of all of the
Company’s confidential and proprietary information. Such information includes, but is not limited
to, all customer lists, equipment, records, data,



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notes, reports, proposals, correspondence, specifications, drawings, blueprints, sketches,
materials, or other documents or property belonging to the Company.



     10. No Duty to Mitigate. Consultant will not be required to mitigate the amount of
any payment contemplated by this Agreement, nor will any earnings that Consultant may receive from
any other source reduce any such payment.



     11. Release of Claims. Consultant agrees that the foregoing consideration represents
settlement in full of all outstanding obligations owed to Consultant by the Company and its
officers, managers, supervisors, agents and employees. Consultant, on his own behalf, and on
behalf of his respective heirs, family members, executors, agents, and assigns, hereby fully and
forever releases the Company and its current and former: officers, directors, employees, agents,
investors, attorneys, shareholders, administrators, affiliates, divisions, subsidiaries,
predecessor and successor corporations and assigns (the “Releasees”) from, and agrees not to sue
concerning, any claim, duty, obligation or cause of action relating to any matters of any kind,
whether presently known or unknown, suspected or unsuspected, that Consultant may possess arising
from any omissions, acts or facts that have occurred up, until, and including the Effective Date of
this Agreement, including, without limitation:



          (a) any and all claims relating to or arising from Consultant’s employment relationship with
the Company, including Consultant’s termination from the position of Executive Vice President of
Worldwide Operations, his transition to the position of consultant, as well as any employment and
consultant-related claims arising prior to the Effective Date;




          (b) any and all claims relating to, or arising from, Consultant’s right to purchase, or actual
purchase of shares of stock of the Company, including, without limitation, any claims for fraud,
misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law,
and securities fraud under any state or federal law;




          (c) any and all claims under the law of any jurisdiction including, but not limited to,
wrongful discharge of employment; constructive discharge from employment; termination in violation
of public policy; discrimination; breach of contract, both express and implied; breach of a
covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent
or intentional infliction of emotional distress; negligent or intentional misrepresentation;
negligent or intentional interference with contract or prospective economic advantage; unfair
business practices; defamation; libel; slander; negligence; personal injury; assault; battery;
invasion of privacy; false imprisonment; and conversion;




          (d) any and all claims for violation of any federal, state or municipal statute, including,
but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair
Labor Standards Act, the Employee Retirement Income Security Act of 1974, The Worker Adjustment and
Retraining Notification Act,




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the Older Workers Benefit Protection Act; the California Fair Employment and Housing Act, and
the California Labor Code;




          (e) any and all claims for violation of the federal, or any state, constitution;




          (f) any and all claims arising out of any other laws and regulations relating to employment or
employment discrimination;




          (g) any claim for any loss, cost, damage, or expense arising out of any dispute over the
non-withholding or other tax treatment of any of the proceeds received by Consultant as a result of
this Agreement; and




          (h) any and all claims for attorneys’ fees and costs.




          Notwithstanding anything contained herein to the contrary, this release does not extend to any
obligations under this Agreement, Consultant’s vested account balance under the Solectron 401(k)
Retirement Savings Plan, or any right to indemnification or directors and officers liability
insurance coverage to which Consultant is otherwise entitled in accordance with the Company’s
articles or by-laws.




     12. Acknowledgement of Waiver of Claims Under ADEA. Consultant acknowledges that he
is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of
1967 (“ADEA”) and that this waiver and release is knowing and voluntary. Consultant and the
Company agree that this waiver and release does not apply to any rights or claims that may arise
under the ADEA after the Effective Date of this Agreement. Consultant acknowledges that the
consideration given for this waiver and release Agreement is in addition to anything of value to
which Consultant was already entitled. Consultant further acknowledges that he has been advised by
this writing that:



          (a) he should consult with an attorney prior to executing this Agreement;




          (b) he has up to twenty-one (21) days within which to consider this Agreement;




          (c) he has seven (7) days following his execution of this Agreement to revoke this Agreement;




          (d) this ADEA waiver shall not be effective until the revocation period has expired; and,




          (e) nothing in this Agreement prevents or precludes Consultant from challenging or seeking a
determination in good faith of the validity of this waiver under the ADEA, nor does it impose any
condition precedent, penalties or costs for doing so, unless specifically authorized by federal
law.




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     13. Civil Code Section 1542. Consultant represents that he is not aware of any claims
against any of the Releasees. Consultant acknowledges that he has been advised to consult with
legal counsel and is familiar with the provisions of California Civil Code Section 1542, which
provide as follows:



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


Consultant, being aware of this code section, agrees to expressly waive any rights he may have
thereunder, as well as under any other statute or common law principles of similar effect.




     14. Supplemental Release Following End of Consulting Term. Consultant acknowledges
and agrees that within two (2) business days following the end of the Consulting Term, he shall
execute and deliver a supplemental release in the form attached hereto as Exhibit A
reaffirming the releases contained herein and further releasing the Company of any claims that may
have arisen between the Transition Date and the end of the Consulting Term. In the event
Consultant fails to execute and deliver such release, Consultant agrees that the Company shall have
no obligation to provide the consideration set forth in Section 3(d) and (e). All other provisions
of this Agreement, however, shall remain in full force and effect.



     15. No Pending or Future Lawsuits. Consultant represents that he has no lawsuits,
claims, or actions pending in his name, or on behalf of any other person or entity, against the
Company or any of the other Releasees. Consultant also represents that he does not intend to bring
any claims on his own behalf or on behalf of any other person or entity against the Company or any
of the other Releasees.



     16. No Cooperation. Consultant agrees that he will not intentionally act in any
manner that would reasonably be expected to damage the business of the Company (it being understood
that Consultant engaging in employment with or providing services to other persons or entities that
do not violate the provisions of this Agreement, the Employment Agreement and the Proprietary
Information Agreement, will not be considered damaging to the Company’s business). Consultant
further agrees that he will not knowingly counsel or assist any attorneys or their clients in the
presentation or prosecution of any disputes, differences, grievances, claims, charges, or
complaints by any third party against any of the Releasees, unless under a subpoena or other court
order to do so. Consultant agrees both to immediately notify the Company upon receipt of any such
subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of
such subpoena or court order to the Company. If approached by anyone for counsel or assistance in
the presentation or prosecution of any disputes, differences, grievances, claims, charges, or
complaints against any of the Releasees, Consultant shall



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decline to provide such counsel or assistance and shall not provide any counsel or assistance,
except as required by law.



     17. No Admission of Liability. The Parties understand and acknowledge that this
Agreement constitutes a compromise and settlement of disputed claims. No action taken by the
Parties, previously or in connection with this Agreement, shall be construed to be: (a) an
admission of the truth or falsity of any claims made, or (b) an admission by either Party of any
fault or liability whatsoever to the other Party or to any third party. This Agreement will be
given the maximum protection allowable under California Evidence Code Section 1152 and/or any other
state or Federal provisions of similar effect.



     18. Breach. Consultant acknowledges and agrees that any material breach of any
provision of this Agreement shall entitle the Company immediately to recover any payments under
Section 2 and 3 of this Agreement, except for breaches of the covenants set forth in Sections 6 and
7 of this Agreement, which the Company’s recourse for breaches of such covenants will be as set
forth in such Sections. The Parties agree and acknowledge that Consultant exercising his rights
under Section 12(e) will not be considered a material breach of this Agreement. Consultant shall
also be responsible to the Company for all costs, attorneys’ fees and any and all damages incurred
by the Company in enforcing the obligation, including the bringing of any suit to recover the
monetary consideration.



     19. Costs. The Parties shall each bear their own costs, expert fees, attorney fees
and other fees incurred in connection with the preparation of this Agreement.



     20. Arbitration. The Parties agree that, unless otherwise agreed to in a writing
signed by the Consultant and the Company’s CEO, any and all disputes arising out of, or relating
to, the terms of this Agreement, their interpretation, and any of the matters herein released,
shall be subject to binding arbitration in Santa Clara County before the American Arbitration
Association under its National Rules for the Resolution of Employment Disputes. The Parties agree
that the prevailing party in any arbitration shall be entitled to injunctive relief in any court of
competent jurisdiction to enforce the arbitration award. The Parties agree that the arbitrator
will have the power to award any remedies, including attorneys’ fees and costs, available under
applicable law. The Parties hereby agree to waive their right to have any dispute between them
resolved in a court of law by a judge or jury. This section will not prevent either Party from
seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over
the Parties and the subject matter of their dispute relating to Consultant’s obligations under this
Agreement and the agreements incorporated herein by reference.



     21. Attorney’s Fees. If any action at law or in equity is brought to interpret or
enforce the terms of this Agreement, the prevailing party will be entitled to recover its costs and
expenses from the other party, including the costs of mediation, arbitration, litigation, court
fees, plus reasonable attorneys’ fees, incurred in connection with such action, in addition to any
other relief to which such prevailing party may be entitled.



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     22. Entire Agreement. This Agreement represents the entire agreement and
understanding between the Parties concerning the subject matter of this Agreement and Consultant’s
relationship with the Company after the Transition Date, and, except where otherwise specifically
referenced herein, supersedes and replaces any and all prior understandings, negotiations and
agreements, written or oral, concerning the subject matter of this Agreement and Consultant’s
relationship with the Company after the Transition Date, with the exception of the Proprietary
Information Agreement, any plans or agreements relating to Consultant’s equity awards, and the
Deferred Compensation Plan.



     23. No Oral Modification. Any modification or amendment of this Agreement, or
additional obligation assumed by either Party in connection with this Agreement, shall be effective
only if placed in writing and signed by both Parties or their authorized representatives.



     24. No Representations. Each Party represents that it has had the opportunity to
consult with an attorney, and has carefully read and understands the scope and effect of the
provisions of this Agreement. Neither Party has relied upon any representations or statements made
by the other Party hereto which are not specifically set forth in this Agreement.



     25. No Waiver. The failure of either Party to insist upon the performance of any of
the terms and conditions in this Agreement, or the failure to prosecute any breach of any of the
terms and conditions of this Agreement, shall not be construed thereafter as a waiver of any such
terms or conditions. This entire Agreement shall remain in full force and effect as if no such
forbearance or failure of performance had occurred.



     26. Severability. In the event that any provision in this Agreement becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement
shall continue in full force and effect without said provision so long as the remaining provisions
remain intelligible and continue to reflect the original intent of the Parties.



     27. Governing Law. This Agreement shall be construed, interpreted, governed and
enforced in accordance with the laws of the State of California, without regard for choice-of-law
provisions.



     28. Effective Date. This Agreement will become effective upon the later of (a) the
Transition Date, or (b) provided that it has been signed by both Parties, the date that is seven
(7) days following the date Consultant signed the Agreement, unless Consultant has revoked the
Agreement pursuant to Section 12(c) above (the “Effective Date”).



     29. Counterparts. This Agreement may be executed in counterparts, and each
counterpart shall have the same force and effect as an original and shall constitute an effective,
binding agreement on the part of each of the undersigned.



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     30. Voluntary Execution of Agreement. This Agreement is executed voluntarily and with
the full intent of releasing all claims, and without any duress or undue influence by any of the
Parties. The Parties acknowledge that:



          (a) They have read this Agreement;




          (b) They have been represented in the preparation, negotiation, and execution of this
Agreement by legal counsel of their own choice or that they have voluntarily declined to seek such
counsel;




          (c) They understand the terms and consequences of this Agreement and of the releases it
contains; and




          (d) They are fully aware of the legal and binding effect of this Agreement.




     IN WITNESS WHEREOF, the Parties have executed this Agreement on the dates set forth below.



	 	 	 	 	 
	CONSULTANT
	 	 	 	 
	 
	 	 	 	 
	 

Marc Onetto

	 	 	 	Date: June 7, 2006 
	 
	 	 	 	 
	SOLECTRON CORPORATION
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	Date: June 7, 2006
	 

Kevin O’Connor

	 	 	 	 
	Executive Vice President Human Resources
	 	 	 	 






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EXHIBIT A




SUPPLEMENTAL RELEASE




     The undersigned hereby verifies his renewed agreement to the terms of the Consulting Agreement
and General Release dated ___, 2006 (the “Agreement”), as well as the release and waiver of any
and all claims relating to his employment with the Company, including his termination from the
position of Executive Vice President of Worldwide Operations, his transition to the position of
consultant, as well as any claims arising between the Transition Date and the effective date of
this Supplemental Release, including but not limited to claims under any local ordinance or state
or federal employment law, including laws prohibiting discrimination in employment on the basis of
race, sex, age (in particular, any claim under the Age Discrimination in Employment Act or the Fair
Employment and Housing Act), disability, national origin, or religion, as well as any claims for
wrongful discharge, breach of contract, attorneys’ fees, costs, or any claims of amounts due for
fees, commissions, stock options, expenses, salary, bonuses, profit sharing or fringe benefits.
The undersigned further acknowledge that the terms of Sections 5, 11, and 12 of the Agreement shall
also apply to this Supplemental Release and are incorporated herein.



	 	 	 	 	 
	MARC ONETTO, an individual
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	Date:                                         , 2006
	 

Marc Onetto

	 	 	 	 
	 
	 	 	 	 
	SOLECTRON CORPORATION
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	Date:                                         , 2006
	 

Kevin O’Connor

Executive Vice President Human Resources

	 	 	 	 







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