EXHIBIT 10.2
**AMENDMENT TO EMPLOYMENT AGREEMENT**
     This Amendment (the “Amendment”) to the Employment Agreement by and between SolectronCorporation (the “Company”) and Marc Onetto (“Executive”) dated June 18, 2003 (the “EmploymentAgreement”) is made effective as of April 6, 2005, by and between the Company and Executive. Unlessotherwise defined herein, capitalized terms used in this Amendment shall have the same meaning asin the Employment Agreement.
     WHEREAS, Executive and the Company entered into the Employment Agreement; and
     WHEREAS, Executive and the Company hereby desire to amend the Employment Agreement to providefor the acceleration of certain types of equity awards in the event of certain terminations ofExecutive’s employment following a Change of Control not currently addressed in the EmploymentAgreement and to address the payment of cash severance in light of recent additions to the InternalRevenue Code of 1986, as amended (the “Code”).
     NOW, THEREFORE, in consideration of the foregoing recitals and the respective covenants andagreements of the parties contained in this Amendment, the Company and Executive agree to amendthe Employment Agreement as follows:
     1. Amendment. Section 9(a) shall be amended to read in its entirety as follows:
     “Termination Without Cause; Resignation for Good Reason. If within twelve (12) monthsfollowing a Change of Control the Company (or acquiring entity) terminates Executive’s employmentfor reasons other than “Cause” (as defined in Section 13) or “Disability” (as defined in Section13), or Executive resigns for “Good Reason” (as defined in Section 13), then Executive willreceive: (i) a lump sum payment equal to two (2) times his annual Base Salary and Target Bonus,both at the level in effect immediately prior to his termination date or (if greater) at the levelin effect immediately prior to the Change of Control, (ii) Company-paid coverage for Executive andExecutive’s eligible dependents under the Company’s “Benefit Plans” (as defined in Section 13) forthirty-six (36) months following such termination, (iii) any Options (as described in Section 4(d))shall remain exercisable until the earlier of the two year anniversary of such termination orresignation or the end of the original option term, (iv) immediate vesting of 100% of the sharessubject to all outstanding options (other than the Options described in Section 4(d)), grantedafter the Effective Date, to purchase the Company’s Common Stock, and (v) all outstanding shares ofrestricted stock, granted after the Effective Date (excluding the Restricted Stock described inSection 4(e)), with an issue price per share equal to the par value of the Company’s Common Stockwill vest and be released from any Company repurchase or reacquisition right. In addition,Executive shall have no repayment obligation with respect to his Signing Bonus described in Section4(b). For the avoidance of doubt, Executive’s rights to his Deferred Compensation Payment (asdescribed in Section 4(g)), his Restricted Stock (described in Section 4(e) and his Options(described in Section 4(d)) shall have become fully vested upon the occurrence of a Change ofControl.”
     2. Section 409A. Notwithstanding Sections 8 and 9 of the Employment Agreement, butsubject to Section 10 of the Employment Agreement, Executive’s cash severance payment (otherthan Company-paid coverage under the Company’s Benefit Plans) will become payable in a lump sumpayment on the date six (6) months and one (1) day following the date of Executive’stermination;
 

 

provided, however, that such cash severance payment will be paid earlier, subject to Sections 8, 9and 10 of the Employment Agreement, if Internal Revenue Service guidance provides that theimposition of additional tax under Section 409A of the Code will not apply if the payment is madeearlier, as reasonably determined by the Company.
     3. Employment Agreement. To the extent not expressly amended hereby, the EmploymentAgreement shall remain in full force and effect.
     4. Entire Agreement. This Amendment, taken together with the Employment Agreement,represents the entire agreement of the parties and will supersede any and all previouscontracts, arrangements or understandings between the parties with respect to subject matter herein. ThisAmendment may be amended at any time only by mutual written agreement of the parties hereto.
     5. Counterparts. This Amendment may be executed in counterparts, and each counterpartwill have the same force and effect as an original and will constitute an effective, bindingagreement on the part of each of the undersigned. Execution and delivery of this Amendment by exchange offacsimile copies bearing the facsimile signature of a party will constitute a valid and bindingexecution and delivery of the Amendment by such party. Such facsimile copies will constitute enforceableoriginal documents.
     6. Headings. All captions and section headings used in this Amendment are forconvenient reference only and do not form a part of this Amendment.
     7. Governing Law. This Amendment will be governed by the laws of the Stateof California (with the exception of its conflict of laws provisions).
     IN WITNESS WHEREOF, this amendment has been entered into as of the date first set forth above.       SOLECTRON CORPORATION         /s/ Kevin O’Connor         Kevin O’Connor         Title: Executive Vice President Human Resources       EXECUTIVE         /s/ Marc Onetto    Marc Onetto  
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