**EXHIBIT 10.2**
**SOLECTRON CORPORATION**
**INDEMNIFICATION AGREEMENT**
     This Indemnification Agreement (“Agreement”) is effective as of January 13, 2005 by andbetween Solectron Corporation, a Delaware corporation (the “Company”), and the indemnitee listed onthe signature page hereto (“Indemnitee”).
     WHEREAS, the Company desires to attract and retain the services of highly qualifiedindividuals, such as Indemnitee, to serve the Company and its related entities;
     WHEREAS, in order to induce Indemnitee to continue to provide services to the Company, theCompany wishes to provide for the indemnification of, and the advancement of expenses to,Indemnitee to the maximum extent permitted by law;
     WHEREAS, the Company and Indemnitee recognize the continued difficulty in obtaining liabilityinsurance for the Company’s directors, officers, employees, agents and fiduciaries, the significantincreases in the cost of such insurance and the general reductions in the coverage of suchinsurance;
     WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporatelitigation in general, subjecting directors, officers, employees, agents and fiduciaries toexpensive litigation risks at the same time as the availability and coverage of liability insurancehas been severely limited; and
     WHEREAS, the Company and Indemnitee desire to continue to have in place the additionalprotection provided by an indemnification agreement and to provide indemnification and advancementof expenses to the Indemnitee to the maximum extent permitted by Delaware law.;
     NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:
     1. Certain Definitions.
       (a) “Change in Control” shall mean, and shall be deemed to have occurred if, on or afterthe date of this Agreement, (i) any “person” (as such term is used in Sections 13(d) and 14(d)of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciaryholding securities under an employee benefit plan of the Company acting in such capacity or acorporation owned directly or indirectly by the stockholders of the Company in substantiallythe same proportions as their ownership of stock of the Company, becomes the “beneficial owner”(as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Companyrepresenting more than 50% of the total voting power represented by the Company’s thenoutstanding Voting Securities, (ii) during any period of two consecutive years, individuals whoat the beginning of such period constitute the Board of Directors of the Company and any newdirector whose election by the Board of Directors or nomination for
 

 

election by the Company’s stockholders was approved by a vote of at least two thirds (2/3)of the directors then still in office who either were directors at the beginning of the periodor whose election or nomination for election was previously so approved, cease for any reasonto constitute a majority thereof, or (iii) the stockholders of the Company approve a merger orconsolidation of the Company with any other corporation other than a merger or consolidationwhich would result in the Voting Securities of the Company outstanding immediately priorthereto continuing to represent (either by remaining outstanding or by being converted intoVoting Securities of the surviving entity) at least 80% of the total voting power representedby the Voting Securities of the Company or such surviving entity outstanding immediately aftersuch merger or consolidation, or the stockholders of the Company approve a plan of completeliquidation of the Company or an agreement for the sale or disposition by the Company of (inone transaction or a series of related transactions) all or substantially all of the Company’sassets.
       (b) “Claim” shall mean with respect to a Covered Event: any threatened, pending orcompleted action, suit, proceeding or alternative dispute resolution mechanism, or any hearing,inquiry or investigation that Indemnitee in good faith believes might lead to the institutionof any such action, suit, proceeding or alternative dispute resolution mechanism, whethercivil, criminal, administrative, investigative or other.
       (c) References to the “Company” shall include, in addition to Solectron Corporation, anyconstituent corporation (including any constituent of a constituent) absorbed in aconsolidation or merger to which Solectron Corporation (or any of its wholly ownedsubsidiaries) is a party which, if its separate existence had continued, would have had powerand authority to indemnify its directors, officers, employees, agents or fiduciaries, so thatif Indemnitee is or was a director, officer, employee, agent or fiduciary of such constituentcorporation, or is or was serving at the request of such constituent corporation as a director,officer, employee, agent or fiduciary of another corporation, partnership, joint venture,employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same positionunder the provisions of this Agreement with respect to the resulting or surviving corporationas Indemnitee would have with respect to such constituent corporation if its separate existencehad continued.
       (d) “Covered Event” shall mean any event or occurrence related to the fact that Indemniteeis or was a director, officer, employee, agent or fiduciary of the Company, or any subsidiary,partially or wholly owned, of the Company, or is or was serving at the request of the Companyas a director, officer, employee, agent or fiduciary of another corporation, partnership, jointventure, trust or other enterprise, or by reason of any action or inaction on the part ofIndemnitee while serving in such capacity.
       (e) “Expenses” shall mean any and all expenses (including attorneys’ fees and all othercosts, expenses and obligations incurred in connection with investigating, defending, being awitness in or participating in (including on appeal), or preparing to defend, to be a witnessin or to participate in, any action, suit, proceeding, alternative dispute resolutionmechanism, hearing, inquiry or investigation), judgments, fines, penalties and amounts paid in
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settlement (if such settlement is approved in advance by the Company, which approval shall notbe unreasonably withheld), actually and reasonably incurred, of any Claim and any federal,state, local or foreigntaxes imposed on the Indemnitee as a result of the actual or deemed receipt of anypayments under this Agreement. If the Company agrees to a settlement without the consent ofIndemnitee, Indemnitee shall be entitled to Expenses and Expense Advances. “Expenses” shallinclude expenses incurred in connection with any appeal of a matter covered hereby, including,without limitation, any premium, security for, and other costs relating to any cost bond,supersedeas bond, or other appeal bond or its equivalent as well any taxes payable on anyamounts paid under this Agreement.
       (f) “Expense Advance” shall mean a payment to Indemnitee pursuant to Section 3 of Expensesas incurred and in advance of the settlement of or final judgement in any action, suit,proceeding or alternative dispute resolution mechanism, hearing, inquiry or investigation whichconstitutes a Claim.
       (g) “Independent Legal Counsel” shall mean an attorney or firm of attorneys, selected inaccordance with the provisions of Section 2(d) hereof, who shall not have otherwise performedservices for the Company or Indemnitee within the last three years (other than with respect tomatters concerning the rights of Indemnitee under this Agreement, or of other indemnitees undersimilar indemnity agreements).
       (h) References to “other enterprises” shall include employee benefit plans; references to“fines” shall include any excise taxes assessed on Indemnitee with respect to an employeebenefit plan; and references to “serving at the request of the Company” shall include anyservice as a director, officer, employee, agent or fiduciary of the Company which imposesduties on, or involves services by, such director, officer, employee, agent or fiduciary withrespect to an employee benefit plan, its participants or its beneficiaries; and if Indemniteeacted in good faith and in a manner Indemnitee reasonably believed to be in the interest of theparticipants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to haveacted in a manner “not opposed to the best interests of the Company” as referred to in thisAgreement.
       (i) “Reviewing Party” shall mean, subject to the provisions of Section 2(d), any person orbody appointed by the Board of Directors in accordance with Section 145(d) of the DelawareGeneral Corporation Law to review the Company’s obligations hereunder and under applicable law,which may include a member or members of the Company’s Board of Directors, Independent LegalCounsel or any other person or body not a party to the particular Claim for which Indemnitee isseeking indemnification.
       (j) “Section” refers to a section of this Agreement unless otherwise indicated.
       (k) “Voting Securities” shall mean any securities of the Company that vote generally inthe election of directors.
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     2. Indemnification.
       (a) Indemnification of Expenses. Subject to the provisions of Section 2(b) below,the Company shall indemnify Indemnitee for Expenses to the fullest extent permitted by law ifIndemnitee was or is or becomes a party to or witness or other participant in, or is threatenedto be made a party to or witness or other participant in, any Claim (whether by reason of orarising in part out of a Covered Event), including all interest, assessments and other chargespaid or payable in connection with or in respect of such Expenses.
       (b) Review of Indemnification Obligations. Notwithstanding the foregoing, in theevent any Reviewing Party shall have determined (in a written opinion, in any case in whichIndependent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to beindemnified hereunder under applicable law, the Company may commence a legal proceeding in acourt of competent jurisdiction to determine whether Indemnitee is entitled to be indemnifiedhereunder under applicable law. The Company shall continue to be obligated to make ExpenseAdvances in accordance with Section 3(a) unless and until a court having jurisdiction shallhave made a final judicial determination (as to which all rights of appeal therefrom have beenexhausted or lapsed) that Indemnitee is not entitled to such Expense Advances. Upon such finaldetermination, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agreesto reimburse the Company) for all Expenses theretofore paid in indemnifying Indemnitee.
       (c) Indemnitee Rights on Unfavorable Determination. If any Reviewing Partydetermines that Indemnitee substantively is not entitled to be indemnified hereunder in wholeor in part under applicable law, Indemnitee shall have the right to commence litigation seekinga determination by the court or challenging any such determination by such Reviewing Party orany aspect thereof, including the legal or factual bases therefor, and, subject to theprovisions of Section 15, the Company hereby consents to service of process and to appear inany such proceeding.
       (d) Selection of Reviewing Party; Change in Control. If there has not been aChange in Control, any Reviewing Party shall be selected by the Board of Directors, and ifthere has been such a Change in Control (other than a Change in Control which has been approvedby a majority of the Company’s Board of Directors who were directors immediately prior to suchChange in Control), any Reviewing Party with respect to all matters thereafter arisingconcerning the rights of Indemnitee to indemnification of Expenses under this Agreement or anyother agreement or under the Company’s Certificate of Incorporation or Bylaws as now orhereafter in effect, or under any other applicable law, if desired by Indemnitee, shall beIndependent Legal Counsel selected by Indemnitee and approved by the Company (which approvalshall not be unreasonably withheld). Such counsel, among other things, shall render itswritten opinion to the Company and Indemnitee as to whether and to what extent Indemnitee wouldbe entitled to be indemnified hereunder under applicable law and the Company agrees to abide bysuch opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counselreferred to above and to indemnify fully such counsel against any and all expenses (includingattorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreementor its engagement pursuant hereto. Notwithstanding any other provision of this Agreement, the
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Company shall not be required to pay Expenses of more than one Independent Legal Counsel inconnection with all matters concerning a single Indemnitee, and such Independent Legal Counselshall be the Independent Legal Counsel for any or all other Indemnitees unless (i) theCompany otherwise determines or (ii) any Indemnitee shall provide a written statement settingforth in detail a reasonable objection to such Independent Legal Counsel representing otherIndemnitees.
       (e) Mandatory Payment of Expenses. Notwithstanding any other provision of thisAgreement other than Section 10 hereof, to the extent that Indemnitee has been wholly or partlysuccessful on the merits or otherwise, including, without limitation, the dismissal of anaction without prejudice, in defense of any Claim, Indemnitee shall be indemnified against allExpenses incurred by Indemnitee in connection therewith.
     3. Expense Advances.
       (a) Obligation to Make Expense Advances. Upon receipt of a written undertaking byor on behalf of the Indemnitee to repay such amounts if it shall ultimately be determined by acourt of competent jurisdiction in which all rights of appeal have passed that the Indemniteeis not entitled to be indemnified therefor by the Company, the Company shall make ExpenseAdvances to Indemnitee.
       (b) Form of Undertaking. Any written undertaking by the Indemnitee to repay anyExpense Advances hereunder shall be unsecured and no interest shall be charged thereon.
       (c) Determination of Reasonable Expense Advances. The parties agree that for thepurposes of any Expense Advance for which Indemnitee has made written demand to the Company inaccordance with this Agreement, all Expenses included in such Expense Advance that arecertified by the Indemnitee as being reasonable shall be presumed conclusively to bereasonable.
     4. Procedures for Indemnification and Expense Advances.
       (a) Timing of Payments. All payments of Expenses (including without limitationExpense Advances) by the Company to the Indemnitee pursuant to this Agreement shall be made tothe fullest extent permitted by law as soon as practicable after written demand by Indemniteetherefor is presented to the Company, but in no event later than thirty (30)business days aftersuch written demand by Indemnitee is presented to the Company, except in the case of ExpenseAdvances, which shall be made as soon as practicable and no later than ten (10) business daysafter such written demand by Indemnitee is presented to the Company. If payment of suchExpenses and Expense Advancements is not made within ten (10) days following the expiration oftheir respective payment deadlines, the Indemnitee shall be entitled to adjudication in theState of Delaware.
       (b) Notice/Cooperation by Indemnitee. Indemnitee shallgive the Company notice inwriting as soon as practicable of any Claim made against Indemnitee for which indem-
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nification will or could be sought under this Agreement. Notice to the Company shall be directed to theChief Executive Officer of the Company at the address shown on the signature page of thisAgreement (or such other address as the Company shall designate in writing to Indemnitee). Thefailure to so notify the Company shall not relieve the Company of any obligation that itmay have to Indemnitee under this Agreement, or otherwise, so long as the Company is notprejudiced by the passage of time. In addition, Indemnitee shall give the Company suchinformation and cooperation as it may reasonably require and as shall be within Indemnitee’spower.
       (c) No Presumptions; Burden of Proof. For purposes of this Agreement, thetermination of any Claim by judgment, order, settlement (whether with or without courtapproval) or conviction, or upon a plea of nolo contendere, or its equivalent, shallnot adversely affect the right of Indemnitee to indemnification or create a presumption thatIndemnitee did not meet any particular standard of conduct or have any particular belief orthat a court has determined that indemnification is not permitted by this Agreement orapplicable law. In addition, neither the failure of any Reviewing Party to have made adetermination as to whether Indemnitee has met any particular standard of conduct or had anyparticular belief, nor an actual determination by any Reviewing Party that Indemnitee has notmet such standard of conduct or did not have such belief, prior to the commencement of legalproceedings by the Company or Indemnitee to secure a judicial determination that Indemniteeshould be indemnified under this Agreement or applicable law, shall be a defense toIndemnitee’s claim or create a presumption that Indemnitee has not met any particular standardof conduct or did not have any particular belief. In connection with any determination by anyReviewing Party or otherwise as to whether the Indemnitee is entitled to be indemnifiedhereunder, the burden of proof shall be on the Company to establish that Indemnitee is not soentitled.
       (d) Notice to Insurers. If, at the time of the receipt by the Company of a noticeof a Claim pursuant to Section 4(b) hereof, the Company has liability insurance in effect whichmay cover such Claim, the Company shall give prompt notice of the commencement of such Claim tothe insurers in accordance with the procedures set forth in the respective policies. TheCompany shall thereafter take all necessary or desirable action to cause such insurers to pay,on behalf of the Indemnitee, all amounts payable as a result of such Claim in accordance withthe terms of such policies.
       (e) Selection of Counsel. In the event the Company shall be obligated hereunderto provide indemnification for or make any Expense Advances with respect to the Expenses of anyClaim, the Company, if appropriate, shall be entitled to assume the defense of such Claim withcounsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon thedelivery to Indemnitee of written notice of the Company’s election to do so. After delivery ofsuch notice, approval of such counsel by Indemnitee and the retention of such counsel by theCompany, the Company will not be liable to Indemnitee under this Agreement for any fees orexpenses of separate counsel subsequently employed by or on behalf of Indemnitee with respectto the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee’sseparate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment ofseparate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee
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shall have reasonably concluded that there may be a conflict of interest between the Companyand Indemnitee in the conduct of any such defense, or (C) the Company shall not continue toretain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separatecounsel shall be Expenses for which Indemnitee shall receive indemnification and ExpenseAdvances hereunder.
     5. Additional Indemnification Rights; Nonexclusivity.
       (a) Scope. The Company hereby agrees to indemnify the Indemnitee to the fullestextent permitted by law, notwithstanding that such indemnification is not specificallyauthorized by the other provisions of this Agreement, the Company’s Certificate ofIncorporation, the Company’s Bylaws or by statute. In the event of any change after the dateof this Agreement in any applicable law, statute or rule which expands the right of a Delawarecorporation to indemnify a member of its board of directors or an officer, employee, agent orfiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreementthe greater benefits afforded by such change. In the event of any change in any applicablelaw, statute or rule which narrows the right of a Delaware corporation to indemnify a member ofits board of directors or an officer, employee, agent or fiduciary, such change, to the extentnot otherwise required by such law, statute or rule to be applied to this Agreement, shall haveno effect on this Agreement or the parties’ rights and obligations hereunder except as setforth in Section 10(a) hereof.
       (b) Nonexclusivity. The indemnification and the payment of Expense Advancesprovided by this Agreement shall be in addition to any rights to which Indemnitee may beentitled under the Company’s Certificate of Incorporation, its Bylaws, any other agreement,resolutions duly adopted by the Board of Directors, any vote of stockholders or disinteresteddirectors, the General Corporation Law of the State of Delaware, or otherwise. Theindemnification and the payment of Expense Advances provided under this Agreement shallcontinue as to Indemnitee for any action taken or not taken while serving in an indemnifiedcapacity even though subsequent thereto Indemnitee may have ceased to serve in such capacity.
     6. No Duplication of Payments. The Company shall not be liable under this Agreementto make any payment in connection with any Claim made against Indemnitee to the extent Indemniteehas otherwise actually received payment (under any insurance policy, provision of the Company’sCertificate of Incorporation, Bylaws or otherwise) of the amounts otherwise payable hereunder.
     7. Partial Indemnification. If Indemnitee is entitled under any provision of thisAgreement to indemnification by the Company for some or a portion of Expenses incurred inconnection with any Claim, but not, however, for all of the total amount thereof, the Company shallnevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.
     8. Mutual Acknowledgement. Both the Company and Indemnitee acknowledge that incertain instances, federal law or applicable public policy may prohibit the Company fromindemnifying its directors, officers, employees, agents or fiduciaries under this Agreement orotherwise. Indemnitee understands and acknowledges that the Company has undertaken or may berequired in
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the future to undertake with the Securities and Exchange Commission to submit thequestion of indemnification to a court in certain circumstances for a determination of theCompany’s right under public policy to indemnify Indemnitee.
     9. Liability Insurance. To the extent the Company maintains liability insuranceapplicable to directors, officers, employees, agents or fiduciaries, Indemnitee shall be covered bysuch policies in such a manner as to provide Indemnitee the same rights and benefits as areprovided to the most favorably insured of the Company’s directors, if Indemnitee is a director; orof the Company’s officers, if Indemnitee is not a director of the Company but is an officer; or ofthe Company’s key employees, agents or fiduciaries, if Indemnitee is not an officer or director butis a key employee, agent or fiduciary.
     10. Exceptions. Notwithstanding any other provision of this Agreement, the Companyshall not be obligated pursuant to the terms of this Agreement:
       (a) Excluded Action or Omissions. To indemnify Indemnitee for Expenses resultingfrom acts, omissions or transactions for which Indemnitee is prohibited from receivingindemnification under this Agreement or applicable law; provided, however, thatnotwithstanding any limitation set forth in this Section 10(a) regarding the Company’sobligation to provide indemnification, Indemnitee shall be entitled under Section 3 to receiveExpense Advances hereunder with respect to any such Claim unless and until a court havingjurisdiction over the Claim shall have made a final judicial determination (as to which allrights of appeal therefrom have been exhausted or lapsed) that Indemnitee has engaged in acts,omissions or transactions for which Indemnitee is prohibited from receiving Expense Advancesunder this Agreement or applicable law.
       (b) Claims Initiated by Indemnitee. To indemnify or make Expense Advances toIndemnitee with respect to Claims initiated or brought voluntarily by Indemnitee, except (i)Claims brought way way of defense, including without limitation, by way of counterclaim,cross-claim, interpleader or third party claim, (ii) with respect to actions or proceedingsbrought to establish or enforce a right to indemnification or Expense Advances under thisAgreement or any other agreement or insurance policy or under the Company’s Certificate ofIncorporation or Bylaws now or hereafter in effect, (iii) in specific cases if the Board ofDirectors has approved the initiation or bringing of such Claim, or (iv) as otherwise requiredunder Section 145 of the Delaware General Corporation Law, regardless of whether Indemniteeultimately is determined to be entitled to such indemnification or insurance recovery, as thecase may be.
       (c) Lack of Good Faith. To indemnify Indemnitee for any Expenses incurred by theIndemnitee with respect to any action instituted (i) by Indemnitee to enforce or interpret thisAgreement, if a court having jurisdiction over such action determines as provided in Section 13that each of the material assertions made by the Indemnitee as a basis for such action was notmade in good faith or was frivolous, or (ii) by or in the name of the Company to enforce orinterpret this Agreement, if a court having jurisdiction over such action determines asprovided in Section 13 that each of the material defenses asserted by Indemnitee in such actionwas made in bad faith or was frivolous.
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       (d) Claims Under Section 16(b). To indemnify Indemnitee for expenses and thepayment of profits arising from the purchase and sale by Indemnitee of securities in violationof Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successorstatute; provided, however, that notwithstanding any limitation set forthin this Section 10(d) regarding the Company’s obligation to provide indemnification, Indemniteeshall be entitled under Section 3 to receive Expense Advances hereunder with respect to anysuch Claim unless and until a court having jurisdiction over the Claim shall have made a finaljudicial determination (as to which all rights of appeal therefrom have been exhausted orlapsed) that Indemnitee is not entitled to receive Expense Advances from the Company.
     11. Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich shall constitute an original.
     12. Binding Effect; Successors and Assigns. This Agreement shall be binding upon andinure to the benefit of and be enforceable by the parties hereto and their respective successors,assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwiseto all or substantially all of the business or assets of the Company), spouses, heirs and personaland legal representatives. The Company shall require and cause any successor (whether direct orindirect, and whether by purchase, merger, consolidation or otherwise) to all, substantially all,or a substantial part, of the business or assets of the Company, by written agreement in form andsubstance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement inthe same manner and to the same extent that the Company would be required to perform if no suchsuccession had taken place. This Agreement shall continue in effect regardless of whetherIndemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable)of the Company or of any other enterprise at the Company’s request.
     13. Expenses Incurred in Action Relating to Enforcement or Interpretation. In theevent that any action is instituted by Indemnitee under this Agreement or under any liabilityinsurance policies maintained by the Company to enforce or interpret any of the terms hereof orthereof, Indemnitee shall be entitled to be indemnified for all Expenses incurred by Indemniteewith respect to such action (including without limitation attorneys’ fees), regardless of whetherIndemnitee is ultimately successful in such action, unless as a part of such action a court havingjurisdiction over such action makes a final judicial determination (as to which all rights ofappeal therefrom have been exhausted or lapsed) that each of the material assertions made byIndemnitee as a basis for such action was not made in good faith or was frivolous; provided,however, that until such final judicial determination is made, Indemnitee shall be entitled underSection 3 to receive payment of Expense Advances hereunder with respect to such action. In theevent of an action instituted by or in the name of the Company under this Agreement to enforce orinterpret any of the terms of this Agreement, Indemnitee shall be entitled to be indemnified forall Expenses incurred by Indemnitee in defense of such action (including without limitation costsand expenses incurred with respect to Indemnitee’s counterclaims and cross-claims made in suchaction), unless as a part of such action a court having jurisdiction over such action makes a finaljudicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed)that each of the material defenses asserted by Indemnitee in such action was made in bad faith orwas frivolous; provided, however, that until such final
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judicial determination is made, Indemniteeshall be entitled under Section 3 to receive payment of Expense Advances hereunder with respect tosuch action.
     14. Notice. All notices, requests, demands and other communications under thisAgreement shall be in writing and shall be deemed duly given (i) if delivered by hand and signedfor by the party addressed (with a copy to counsel to such party), on the date of such delivery, or(ii) if mailed by domestic certified or registered mail with postage prepaid, on the third businessday after the date postmarked (with a copy to counsel to such party). Addresses for notice toeither party are as shown on the signature page of this Agreement, or as subsequently modified bywritten notice.
     15. Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocablyconsent to the jurisdiction of the courts of the State of Delaware for all purposes in connectionwith any action or proceeding which arises out of or relates to this Agreement and agree that anyaction instituted under this Agreement shall be commenced, prosecuted and continued only in theCourt of Chancery of the State of Delaware in and for New Castle County, which shall be theexclusive and only proper forum for adjudicating such a claim.
     16. Severability. The provisions of this Agreement shall be severable in the eventthat any of the provisions hereof (including any provision within a single section, paragraph orsentence) are held by a court of competent jurisdiction to be invalid, void or otherwiseunenforceable, and the remaining provisions shall remain enforceable to the fullest extentpermitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement(including without limitation each portion of this Agreement containing any provision held to beinvalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shallbe construed so as to give effect to the intent manifested by the provision held invalid, illegalor unenforceable.
     17. Choice of Law. This Agreement, and all rights, remedies, liabilities, powers andduties of the parties to this Agreement, shall be governed by and construed in accordance with thelaws of the State of Delaware without regard to principles of conflicts of laws.
     18. Subrogation. In the event of payment under this Agreement, the Company shall besubrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shallexecute all documents required and shall do all acts that may be necessary to secure such rightsand to enable the Company effectively to bring suit to enforce such rights.
     19. Amendment and Termination. No amendment, modification, termination orcancellation of this Agreement shall be effective unless it is in writing signed by both theparties hereto. No waiver of any of the provisions of this Agreement shall be deemed to be orshall constitute a waiver of any other provisions hereof (whether or not similar), nor shall suchwaiver constitute a continuing waiver.
     20. Integration and Entire Agreement. This Agreement sets forth the entireunderstanding between the parties hereto and supersedes and merges all previous written and oralnegotiations, commitments, understandings and agreements relating to the subject matter hereofbetween the parties hereto.
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     21. No Construction as Employment Agreement. Nothing contained in this Agreementshall be construed as giving Indemnitee any right to be retained in the employ of the Company orany of its subsidiaries or affiliated entities.
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     IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement as of thedate first above written.
SOLECTRON CORPORATION     By:            Name:            Title:            Address:   Solectron Corporation   777 Gibraltar Drive   Milpitas, California 95035        AGREED TO AND ACCEPTED            (Signature)            (Print Name)
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