EXHIBIT 10.1
**AMENDMENT TO EMPLOYMENT AGREEMENT**
     This Amendment (the “Amendment”) to the Employment Agreement by and between SolectronCorporation (the “Company”) and Michael Cannon (“Executive”) dated January 6, 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. Change of Control Severance. Section 10(a) shall be amended to read in its entiretyas follows:
     “Termination Without Cause; Resignation for Good Reason. If within twelve (12) monthsfollowing a Change of Control the Company terminates Executive’s employment for reasons other than“Cause” (as defined in Section 14) or Executive resigns for “Good Reason” (as defined in Section14), then in addition to the benefits Executive may otherwise be entitled pursuant to Section 8,Executive will receive: (i) a lump sum payment equal to two (2) times his annual Base Salary andTarget Bonus, both at the level in effect immediately prior to his termination date or (if greater)at the level in effect immediately prior to the Change of Control, (ii) Company-paid coverage forExecutive and Executive’s eligible dependents under the Company’s “Benefit Plans” (as defined inSection 14) for thirty-six (36) months following such termination, (iii) immediate vesting of 100%of the shares subject to all outstanding options to purchase the Company’s Common Stock, (iv) twoyears following such termination or resignation in which to exercise any outstanding options topurchase the Company’s Common Stock, and (v) all outstanding shares of restricted stock, (excludingthe Restricted Stock described in Section 4(e), which shall be treated in accordance with Section8), with an issue price per share equal to the par value of the Company’s Common Stock will vestand be released from any Company repurchase or reacquisition right. In the event the Executive’semployment terminates by reason of death or “Disability” (as defined in Section 14) within twelve(12) months following a Change of Control, then he will only be entitled to receive the benefitsdescribed in clauses (ii) through (v) above.”
     2. Section 409A. Notwithstanding Sections 9 and 10 of the Employment Agreement, butsubject to Section 11 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 9, 10and 11 of the Employment Agreement, if Internal Revenue Service guidance provides that theimposition of additional tax under Section 409 A 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/ Michael Cannon    Michael Cannon  
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