**Exhibit 10.2****SOLECTRON CORPORATION****PAUL TUFANO AMENDED AND RESTATED EMPLOYMENT AGREEMENT**     This Amended and Restated Employment Agreement (the “Agreement”) is made by and betweenSolectron Corporation (the “Company”), and Paul Tufano (“Executive”) as of March 14, 2007 (the“Effective Date”).     1. Duties and Scope of Employment.Positions and Duties. Executive will serve as the Company’s Interim President and ChiefExecutive Officer and as Executive Vice President and Chief Financial Officer. While acting asInterim President and Chief Executive Officer, Executive will report to the Board of Directors ofthe Company (the “Board”). Following the Company’s hiring of a President and Chief ExecutiveOfficer, Executive shall remain Executive Vice President and Chief Financial Officer and shallreport to the President and Chief Executive Officer of the Company (the “CEO”). Executive willrender such business and professional services in the performance of Executive’s duties, consistentwith Executive’s position within the Company, as will reasonably be assigned to Executive by theBoard or the CEO, as the case may be. The period of Executive’s employment under this Agreement isreferred to herein as the “Employment Term.”          (b) Obligations. During the Employment Term, Executive will devote Executive’s fullbusiness efforts and time to the Company. For the duration of the Employment Term, Executive agreesnot to actively engage in any other employment, occupation or consulting activity for any direct orindirect remuneration without the prior approval of the Board of Directors of the Company (the“Board”) (which approval will not be unreasonably withheld); provided, however, that Executive may,without the approval of the Board, serve in any capacity with any civic, educational or charitableorganization, provided such services do not interfere with Executive’s obligations to Company.     2. Employee Benefits. During the Employment Term, Executive will be eligible toparticipate in accordance with the terms of all Company employee benefit plans, policies andarrangements that are applicable to other senior executives of the Company, as such plans, policiesand arrangements and terms may exist from time to time.     3. At-Will Employment. Executive and the Company agree that Executive’s employmentwith the Company constitutes “at-will” employment. Executive and the Company acknowledge that thisemployment relationship may be terminated at any time, upon written notice to the other party, withor without good cause or for any or no cause, at the option either of the Company or Executive.However, as described in this Agreement, Executive may be entitled to severance benefits dependingupon the circumstances of Executive’s termination of employment.     4. Compensation.          (a) Base Salary. During the Employment Term, the Company will pay Executive an annualsalary of $625,001 as compensation for his services (the “Base Salary”). The Base Salary will bepaid through payroll periods that are consistent with the Company’s normal payroll practices, butin all events will not be less frequent than once per month. Executive’s salary will be subject toreview and adjustments will be made based upon the Company’s normal performance review practices.          (b) Bonuses. Executive may participate in any bonus plan or similar arrangement theCompany may have in place that are applicable to other senior executives of the Company, on suchterms and conditions as the Executive Compensation and Management Resources Committee of the Board(the “Committee”) may determine from time to time in its discretion.
 

 
     (c) Stock Options. Executive will be eligible to receive options to purchase theCompany’s common stock pursuant to any plans or arrangements it may have in effect from time totime. The Committee will determine in its discretion whether Executive will be granted any suchoption or options and the terms of any such option or options in accordance with the terms of anyapplicable plan or arrangement that may be in effect from time to time. Notwithstanding theforegoing, unless Executive’s employment has been terminated for “Cause” (as defined in Section7(b) hereof) Executive shall be granted (i) an option to purchase 125,000 shares of the Company’sCommon Stock on the date hereof and (ii) an option to purchase 750,000 shares of the Company’sCommon Stock on September 3, 2007. The options shall have an exercise price of $0.001, shall bedeemed exercised when issued and the underlying shares issuable upon exercise shall be subject toforfeiture until October 15, 2008 unless prior to that date Executive’s employment is terminatedpursuant to the provisions of Sections 5(a) or 5(b) hereof.          (c) Deferred compensation. Unless Executive’s employment has been terminated for“Cause” (as defined in Section 7(b) hereof) the Company shall contribute to the account ofExecutive under the Company’s deferred compensation plan $300,000 on each of the date on which anew CEO is hired and the first anniversary of such date. This contribution shall fully vest andshall be no longer subject to forfeiture on October 15, 2008 unless prior to that date Executive’semployment is terminated pursuant to the provisions of Sections 5(a) or 5(b) hereof.     5. Severance.          (a) Involuntary Termination other than for Cause, Death or Disability or Resignation forGood Reason Prior to a Change of Control or After Twelve Months Following a Change of Control .If the Executive resigns from the Company for Good Reason or the Company terminates Executive’semployment with the Company without Executive’s consent and for a reason other than Cause,Executive becoming Disabled or Executive’s death, any of which occur prior to a Change of Controlor after twelve (12) months following a Change of Control and Executive signs and delivers to theCompany a separation agreement and release of claims in a form satisfactory to the Company, thenpromptly following such termination of employment, or, if later, the effective date of theseparation agreement and release of claims, Executive will receive the following severance from theCompany:               (i) Accrued Compensation. Executive will be entitled to receive all accrued vacation,expense reimbursements and any other benefits due to Executive through the date of termination ofemployment in accordance with the Company’s then existing employee benefit plans, policies andarrangements.               (ii) Severance Payment. Executive will be paid continuing payments of severance pay ata rate equal to Executive’s Base Salary rate, as then in effect, and Executive’s target bonus forthe year of termination, for a period of twelve (12) months plus one additional month for everyfull year Executive has been employed with the Company as of the date of such termination, not toexceed twenty-four (24) months (the “Severance Payment Period”), from the date of such termination,to be paid periodically in accordance with the Company’s normal payroll policies; provided,however, that if during the Severance Payment Period Executive engages in Competition or breachesthe covenants in Section 12 or in the separation agreement, all payments pursuant to thissubsection will immediately cease; and provided further, however, that if the event giving rise tothe payment of severance hereunder is the result of Executive’s voluntary termination of employmentfor Good Reason as a result of the Company’s hiring of a new CEO, the Severance Payment Periodshall be limited to twelve (12) months.               (iii) Continued Employee Benefits. Executive will receive Company-paid coverage duringthe Severance Payment Period for Executive and Executive’s eligible dependents under the Company’sBenefit Plans; provided, however, that if during the Severance Payment Period Executive engages inCompetition or breaches the covenants in Section 12 or in the separation agreement, allCompany-paid coverage pursuant to
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this subsection will immediately cease.               (iv) Equity Awards. All option grants to Executive shall automatically vest andbecome exercisable as to 100% of the shares of Common Stock subject to such options. Additionally,shares of the Company’s Common Stock (the “Restricted Stock”) then held by Executive subject to aCompany repurchase or reacquisition right (the “Company Repurchase Right”) (whether issued on,before or after the date of this Agreement) will immediately vest and the Company Repurchase Rightshall lapse,               (v) Deferred compensation. All amounts contributed by the Company for the account ofExecutive in the Company’s deferred compensation plan shall vest and shall no longer be subject toforfeiture.               (vi) Payments or Benefits Required by Law. Executive will receive such othercompensation or benefits from the Company as may be required by law (for example, “COBRA” coverageunder Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”)).          (b) Involuntary Termination other than for Cause, Death or Disability or Resignation forGood Reason within Twelve Months of a Change of Control . If within twelve (12) monthsfollowing a Change of Control (i) Executive resigns from his or her employment with the Company (orany parent or subsidiary of the Company) for Good Reason or (ii) the Company (or any parent orsubsidiary of the Company) terminates Executive’s employment for other than Cause Executivebecoming Disabled or Executive’s death, and Executive signs and delivers to the Company aseparation agreement and release of claims in a form satisfactory to the Company, then promptlyfollowing such termination of employment, or, if later, the effective date of the separationagreement and release of claims, Executive will receive the following severance from the Company:               (i) Severance Payment. For a period of twenty-four (24) months following Executive’stermination of employment (the “Change of Control Severance Payment Period”), Executive will bepaid continuing payments of severance pay equal to Executive’s average Base Salary rate for the twoyears prior to such termination, and Executive’s average annual target bonus for the two yearsprior to such termination, to be paid in equal installments periodically in accordance with theCompany’s normal payroll practices; provided, however, that if Executive has been employed for lessthan two years prior to such termination, for a period of twenty-four (24) months following suchtermination, Executive will be paid continuing payments of severance pay equal to Executive’saverage Base Salary rate for the period Executive was actually employed with the Company, andExecutive’s average annual target bonus for the period Executive was actually employed with theCompany, to be paid in equal installments periodically in accordance with the Company’s normalpayroll practices; provided, further, that in the event Executive engages in Competition orbreaches the covenants in Section 12 or in the separation agreement during the Change of ControlSeverance Payment Period, all payments pursuant to this subsection will immediately cease.               (ii) Equity Awards. All option grants to Executive then outstanding (whether grantedon, before or after the date of this Agreement (discounted or otherwise)) will immediately vest andbecome exercisable as to 100% of the shares subject to such options. Additionally, shares ofRestricted Stock will immediately vest and Company Repurchase Right will lapse. Additionally,Executive will have a period of three (3) months following such termination of employment toexercise any unexercised options, but in no event beyond the original maximum term of the any suchoption. In all other respects any options and Restricted Stock will continue to be bound by andsubject to the terms of their respective agreements.               (iii) Continued Employee Benefits. Executive will receive Company-paid coverage for aperiod of thirty-six (36) months for Executive and Executive’s eligible dependents under theCompany’s Benefit Plans; provided, however, that in the event Executive engages in Competition orbreaches the covenants in Section 12 or in the separation agreement during the thirty-six monthperiod following such termination, all Company-paid coverage pursuant to this subsection willimmediately cease.
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               (iv) Deferred compensation. All amounts contributed by the Company for the account ofExecutive in the Company’s deferred compensation plan shall vest and shall no longer be subject toforfeiture.               (v) Payments or Benefits Required by Law. Executive will receive such othercompensation or benefits from the Company as may be required by law (for example, “COBRA” coverageunder Section 4980B of the Code).          (c) Other Terminations. If Executive voluntarily terminates Executive’s employmentwith the Company (other than for Good Reason) or if the Company terminates Executive employmentwith the Company for Cause, then Executive will (i) receive the Base Salary through the date oftermination of employment, (ii) receive all accrued vacation, expense reimbursements and any otherbenefits due to Executive through the date of termination of employment in accordance withestablished Company plans, policies and arrangements, and (iii) not be entitled to any othercompensation or benefits (including, without limitation, accelerated vesting of stock options) fromthe Company except to the extent provided under the applicable stock option agreement(s) or as maybe required by law (for example, “COBRA” coverage under Section 4980B of the Code).          (d) Termination due to Death or Disability. If Executive’s employment with the Companyis terminated due to Executive’s death or Executive’s becoming Disabled, then Executive orExecutive’s estate (as the case may be) will (i) receive the Base Salary through the date oftermination of employment, (ii) receive all accrued vacation, expense reimbursements and any otherbenefits due to Executive through the date of termination of employment in accordance withCompany-provided or paid plans, policies and arrangements, and (iii) not be entitled to any othercompensation or benefits from the Company except to the extent required by law (for example,“COBRA” coverage under Section 4980B of the Code).          (e) Section 409A. Any cash severance to be paid pursuant to Sections 5(a)(ii) and6(b)(i) will not be paid during the six-month period following Executive’s termination ofemployment, unless the Company reasonably determines that paying such amounts immediately followingExecutive’s termination of employment would not result the imposition of additional tax underSection 409A of the Code (“Section 409A”), in which case such amounts shall be paid in accordancewith normal payroll practices. If no cash severance is paid to Executive as a result of theprevious sentence, on the first day following such six-month period, the Company will pay Executivea lump-sum amount equal to the cumulative amounts that would have otherwise been paid to Executivepursuant to Sections 5(a)(ii) and 6(b)(i). Thereafter, Executive will receive his cash severancepayments pursuant to Sections 5(a)(ii) and 6(b)(i) in accordance with the Company’s normal payrollpractices.     6. Golden Parachute Excise Tax.          (a) In the event it will be determined that any payment or distribution by the Company orother amount with respect to the Company to or for the benefit of Executive, whether paid orpayable or distributed or distributable pursuant to the terms of Section 5(b) of this Agreement,but determined without regard to any additional payments required under this Section 6 (a“Payment”), is (or will be) subject to the excise tax imposed by Section 4999 of the InternalRevenue Code of 1986, as amended (the “Code”) or any interest or penalties are (or will be)incurred by Executive with respect to the excise tax imposed by Section 4999 of the Code withrespect to the Company (the excise tax, together with any interest and penalties, are hereinaftercollectively referred to as the “Excise Tax”), Executive will be entitled to receive an additionalcash payment (a “Gross-Up Payment”) from the Company in an amount equal to the sum of the ExciseTax and an amount sufficient to pay the cumulative Excise Tax and all cumulative income taxes(including any interest and penalties imposed with respect to such taxes) relating to the Gross-UpPayment so that the net amount retained by Executive is equal to all payments to which Employee isentitled pursuant to the terms of this Agreement
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(excluding the Gross-Up Payment) or otherwise lessincome taxes (but not reduced by the Excise Tax or by income taxes attributable to the Gross-UpPayment).     (b) Subject to the provisions of Section 6(c), all determinations required to be made underthis Section 6, including whether and when a Gross-Up Payment is required and the amount of suchGross-Up Payment and the assumptions to be utilized in arriving at the determination, will be madeby a nationally recognized certified public accounting firm selected by the Company with theconsent of Executive, which should not unreasonably be withheld (the “Accounting Firm”) which willprovide detailed supporting calculations both to the Company and Executive within 30 days after thereceipt of notice from Executive that there has been a Payment, or such earlier time as isrequested by the Company. All fees and expenses of the Accounting Firm will be borne solely by theCompany. The Company, as determined in accordance with this Section 6, will pay any Gross-UpPayment to Executive within five days after the receipt of the Accounting Firm’s determination. Ifthe Accounting Firm determines that no Excise Tax is payable by Executive, it will so indicate toExecutive in writing. Any determination by the Accounting Firm will be binding upon the Company andExecutive. As a result of uncertainty in the application of Section 4999 of the Code at the time ofthe initial determination by the Accounting Firm, it is possible that Gross-Up Payments that theCompany should have made will not have been made (an “Underpayment”), consistent with thecalculations required to be made hereunder. In the event the Company exhausts its remedies inaccordance with Section 6(c) and Executive thereafter is required to make a payment of any ExciseTax, the Accounting Firm will determine the amount of Underpayment that has occurred and theUnderpayment will be promptly paid by the Company to or for the benefit of Executive.     (c) Executive will notify the Company in writing of any claim by the Internal Revenue Servicethat, if successful, would require a Gross-Up Payment (that has not already been paid by theCompany). The notification will be given as soon as practicable but no later than ten business daysafter Executive is informed in writing of the claim and will apprise the Company of the nature ofthe claim and the date on which the claim is requested to be paid. Executive will not pay the claimprior to the expiration of the 30-day period following the date on which Executive gives notice tothe Company or any shorter period ending on the date that any payment of taxes with respect to theclaim is due. If the Company notifies Executive in writing prior to the expiration of the 30-dayperiod that it desires to contest the claim, Executive will:          (i) give the Company any information reasonably requested by the Company relating to theclaim;          (ii) take any action in connection with contesting the claim as the Company will reasonablyrequest in writing from time to time, including, without limitation, accepting legal representationwith respect to the claim by an attorney reasonably selected by the Company;          (iii) cooperate with the Company in good faith in order effectively to contest the claim; and          (iv) permit the Company to participate in any proceedings relating to the claim.     (d) The Company will bear and pay directly all costs and expenses (including additionalinterest and penalties) incurred in connection with the contest and will indemnify and holdExecutive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest andpenalties with respect thereto) imposed as a result of the representation and payment of costs andexpenses. Without limitation of the forgoing provisions of this Section 6, the Company will controlall proceedings taken in connection with the contest and, at its sole option, may pursue or foregoany and all administrative appeals, proceedings, hearings, and conferences with the taxingauthority in respect of the claim and may, at its sole option, either direct Executive to pay thetax claimed and sue for a refund or contest the claim in any permissible manner, and Executiveagrees to prosecute the contest to a determination before any administrative tribunal, in a courtof initial jurisdiction and in one or more appellate courts, as the Company will determine. If theCompany directs Executive to pay the claim and sue for a refund, the Company will advance theamount of the payment to Executive, on an interest-free basis, and will indemnify and holdExecutive harmless, on an after-tax basis, from any Excise Tax or income tax
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(including interest orpenalties with respect thereto) imposed with respect to the advance or with respect to any imputedincome with respect to the advance; and any extension of the statute of limitations relating topayment of taxes for the taxable year of Executive with respect to which the contested amount isclaimed to be due will be limited solely to the contested amount. The Company’s control of thecontest will be limited to issues with respect to which a Gross-Up Payment would be payablehereunder and Executive will be entitled to settle or contest, as the case may be, any other issueraised by the Internal Revenue Service or any other taxing authority.          If, after the receipt by Executive of an amount advanced by the Company pursuant to Section6(d), Executive becomes entitled to receive any refund with respect to the claim, Executive will,subject to the Company’s compliance with the requirements of Section 6(d), promptly pay to theCompany the amount of the refund (together with any interest paid or credited thereon after taxesapplicable thereto). If, after the receipt by Executive of an amount advanced by the Companypursuant to this Section 6(d), a determination is made that Executive will not be entitled to anyrefund with respect to the claim and the Company does not notify Executive in writing of its intentto contest the denial of refund prior to the expiration of 30 days after the determination, thenthe advance will be forgiven and will not be required to be repaid and the amount of the advancewill offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.     7. Definition of Terms. The following terms referred to in this Agreement will havethe following meanings:          (a) Benefit Plans. “Benefit Plans” means plans, policies or arrangements that theCompany sponsors (or participates in) and that immediately prior to Executive’s termination ofemployment provide Executive and/or Executive’s eligible dependents with medical, dental, visionand/or financial counseling benefits. Benefit Plans do not include any other type of benefit(including, but not by way of limitation, disability, life insurance or retirement benefits). Arequirement that the Company provide Executive and Executive’s eligible dependents with coverageunder the Benefit Plans will not be satisfied unless the coverage is no less favorable than thatprovided to Executive and Executive’s eligible dependents immediately prior to Executive’stermination of employment. Notwithstanding any contrary provision of this Section 7, but subject tothe immediately preceding sentence, the Company may, at its option, satisfy any requirement thatthe Company provide coverage under any Benefit Plan by instead providing coverage under a separateplan or plans providing coverage that is no less favorable or by paying Executive a lump sumpayment sufficient to provide Executive and Executive’s eligible dependents with equivalentcoverage under a third party plan that is reasonably available to Executive and Executive’seligible dependents.          (b) Cause. “Cause” means (i) a willful failure by Executive to substantially performExecutive’s duties as an employee, other than a failure resulting from the Executive’s complete orpartial incapacity due to physical or mental illness or impairment, (ii) a willful act by Executivethat constitutes gross misconduct and that is injurious to the Company, (iii) circumstances whereExecutive willfully imparts material confidential information relating to the Company or itsbusiness to competitors or to other third parties other than in the course of carrying outExecutive’s duties, (iv) a material and willful violation by Executive of a federal or state law orregulation applicable to the business of the Company or (v) Executive’s conviction or plea ofguilty or no contest to a felony. No act or failure to act by Executive will be considered“willful” unless committed without good faith and without a reasonable belief that the act oromission was in the Company’s best interest.          (c) Change of Control. “Change of Control” means the occurrence of any of thefollowing:          (i) the sale, lease, conveyance or other disposition of all or substantially all of theCompany’s assets to any “person” (as such term is used in Section 13(d) of the Securities ExchangeAct of 1934, as amended), entity or group of persons acting in concert;          (ii) any person or group of persons becoming the “beneficial owner” (as defined in Rule 13d-3under said Act), directly or indirectly, of securities of the Company representing 30% or more ofthe total voting
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power represented by the Company’s then outstanding voting securities;               (iii) a merger or consolidation of the Company with any other corporation, other than a mergeror consolidation that would result in the voting securities of the Company outstanding immediatelyprior thereto continuing to represent (either by remaining outstanding or by being converted intovoting securities of the surviving entity or its controlling entity) at least 50% of the totalvoting power represented by the voting securities of the Company or such surviving entity (or itscontrolling entity) outstanding immediately after such merger or consolidation; or               (iv) a contest for the election or removal of members of the Board that results in the removalfrom the Board of at least 33% of the incumbent members of the Board.          (d) Competition. “Competition” will mean Executive’s direct or indirect engagement in(whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporateofficer, director or otherwise), or ownership interest in or participation in the financing,operation, management or control of, any person, firm, corporation or business that competes withCompany as identified on the attached schedule.          (e) Disability. “Disability” will mean that Executive has been unable to perform theprincipal functions of Executive’s duties due to a physical or mental impairment, but only if suchinability has lasted or is reasonably expected to last for at least six months. Whether Executivehas a Disability will be determined by the Board based on evidence provided by one or morephysicians selected by the Board.          (f) Good Reason. “Good Reason” means (without Executive’s consent) (i) a materialreduction in Executive’s title, authority, status, or responsibilities, including specifically,Executive’s no longer being Interim President and Chief Executive Officer of the Company as aresult of the Company’s hiring of a new CEO, provided that within twelve (12) months followingExecutive’s removal as Interim President and CEO Executive provides the Company with not less thansix (6) months notice of his intention to resign his employment with the Company and continues hisemployment with the Company for the six (6) month notice period or until October 15, 2008,whichever shall be last to occur (ii) the Executive reports to anyone other than the ChiefExecutive Officer or the Board, (iii) a reduction in the Executive’s then current base salary andtarget bonus, (iv a material breach by the Company of its obligations as an employee, or (v) arelocation of Executive’s principal place of employment by more than twenty five (25) miles. Withrespect to a termination of employment that occurs during the six (6) month period immediatelyfollowing a Change of Control, clause (i) of the preceding sentence will be applied by replacingthe word “reduction” with the word “change.”     8. Term of Agreement. This Agreement will have an initial term of two (2) yearscommencing on the Effective Date. On the second anniversary of the Effective Date and on eachannual anniversary of the Effective Date thereafter, this Agreement automatically will renew for anadditional term of one year unless at least three (3) months prior to such anniversary, Executiveor the Company gives the other party written notice that the Agreement will not be renewed.Notwithstanding the foregoing provisions of this paragraph, in the event of a Change of Control,the term of this Agreement will extend through the one-year anniversary of such Change of Control.Additionally, on the anniversary of such Change of Control and each annual anniversary of theChange of Control thereafter, this Agreement automatically will renew for an additional term of oneyear unless at least three (3) months prior to such anniversary, Executive or the Company gives theother party written notice that the Agreement will not be renewed.     If Executive incurs a termination of employment that entitles Executive to receive thepayments and benefits described in Section 5, this Agreement will not terminate until all ofExecutive’s and the Company’s obligations under the Agreement have been satisfied. For avoidance ofdoubt, the expiration of this Agreement upon the provision of notice as provided in this Section 8by either party will not by itself entitle Executive to any payments or benefits described inSection 5(a) or (b).
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     9. Successors.          (a) The Company’s Successors. Any successor to the Company (whether direct or indirectand whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantiallyall of the Company’s business and/or assets will assume the obligations under this Agreement andagree expressly to perform the obligations under this Agreement in the same manner and to the sameextent as the Company would be required to perform such obligations in the absence of a succession.For all purposes under this Agreement, the term “Company” will include any successor to theCompany’s business and/or assets which executes and delivers the assumption agreement described inthis Section 9(a) or which becomes bound by the terms of this Agreement by operation of law.          (b) Executive’s Successors. The terms of this Agreement and all rights of Executivehereunder will inure to the benefit of, and be enforceable by, Executive’s personal or legalrepresentatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
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     10. Notices. All notices, requests, demands and other communications called forhereunder will be in writing and will be deemed given (i) on the date of delivery if deliveredpersonally, (ii) one (1) day after being sent by a well established commercial overnight service,or (iii) four (4) days after being mailed by registered or certified mail, return receiptrequested, prepaid and addressed to the parties or their successors at the following addresses, orat such other addresses as the parties may later designate in writing:     If to the Company:Solectron Corporation