exv10w30



 





EXHIBIT 10.30




SEPARATION DEED




     This Separation Deed (“Deed”) is entered into on the 12th day of April, 2007 by and between
Boon Heng (Peter) Tan, an individual, (“Executive”) and Flextronics International Ltd. (“FIL”),
Flextronics International Asia-Pacific Ltd (“Flextronics” or the “Company”) and Flextronics
Technology (Singapore) Pte Ltd. (“Flextronics Singapore”). This Deed is made effective as of the
31st day of March, 2007.


1. Executive’s Relationship with the Company. Executive acknowledges that he has
been and currently is employed by the Company and by Flextronics Singapore and he currently serves
as President and Managing Director of the Asia operations of FIL. Executive’s employment with the
Company will be terminated effective June 30, 2007 (“Employment Termination Date”). Between April
1, 2007, and the Employment Termination Date (the “Transition Period”), Executive will continue to
work for the Company at the express direction of the Chief Executive Officer of FIL; provided, that
Executive agrees that, throughout the Transition Period, he shall not be authorized to represent
the Company, Flextronics Singapore, FIL or any other affiliate of FIL in any matter, unless
expressly authorized in writing by the Chief Executive Officer of FIL.



Executive has returned or will return by June 30, 2007, to Flextronics all Flextronics property,
including documents, keys, hardware, software, computers, monitors, telephones, mobile devices,
credit cards and any other property of Flextronics and any information Executive has about FIL’s
practices, procedures, trade secrets, customer lists, or product marketing.



Executive agrees and acknowledges that the restrictive covenants set out in paragraph 8 of this
Deed constitute the main consideration of this Deed. Executive further agrees that in the event he
breaches any of the restrictive covenants or any part of the restrictive covenant which is sought
to be enforced is found to be unenforceable, he shall not be entitled to any compensation not yet
paid and shall repay to the Company all payments received under paragraph 4.




2. Salary and Benefits.




     a. Salary; Paid Time Off (PTO). Executive will be paid his earned salary through the
Transition Period, in accordance with the Company’s and Flextronics Singapore’s usual payroll
practices. Executive acknowledges and agrees that the amounts to be paid to Executive on the
Employment Termination Date pursuant to paragraph 4 are also in full satisfaction of any PTO
accruing to Executive as of the Employment Termination Date and that Executive will not be entitled
to any further payments related to PTO.



     b. Healthcare Benefits. Until the Employment Termination Date, Executive and his family shall
continue to be eligible for health insurance in accordance with the health insurance plan
maintained by Flextronics for similarly situated employees. Flextronics and Executive shall
continue to pay the previously agreed upon respective shares of the premiums for such health care
coverage through deductions from Executive’s base salary paid pursuant to subparagraph (a)



 









 





FLEXTRONICS CONFIDENTIAL



above. Flextronics reserves the right to modify or to cancel such plans at any time for any
reason.




     c. Life and Disability Insurance Plans. Beginning on the Employment Termination Date,
Executive shall not be eligible for life insurance, short-term disability buy up and/or long term
disability benefits.



     d. Car Allowance. Executive’s car allowance will be cancelled on the Employment Termination
Date.


3. Equity Compensation. Executive has been granted stock options and share bonus
awards pursuant to the Flextronics International Ltd. 1993 Share Option Plan; the Flextronics
International Ltd. 2001 Equity Incentive Plan; and the Flextronics International Ltd. 2002 Interim
Incentive Plan (collectively, the “Share Option and Incentive Plans”) as provided in the applicable
option grant forms issued to Executive pursuant to each of the Share Option and Incentive Plans and
as further amended with regard to certain options as set forth in a Waiver Letter dated August 1,
2005 (the “Waiver Letter”). The Share Option and Incentive Plans and Waiver Letter are
incorporated herein by reference. Each of FIL and Executive acknowledges that as of the date of
this Deed, no shares in the capital of FIL have been issued pursuant to the Share Bonus Award
Agreements numbered 028042 and 028043 granted on April 17, 2006 (the “April Awards”). FIL and
Executive hereby agree to cancel the April Awards. Executive acknowledges and agrees that the
remaining unvested shares awarded in the Share Bonus Award Agreement number 017037 granted on July
1, 2002 (the “July Award”) will not vest by the terms of the July Award. Executive agrees to
release FIL from any claims arising from and all obligations set forth in each of the April Awards
and July Awards.



Executive’s options that will be vested as of the Employment Termination Date and the expiration
date for each such option are listed on Exhibit A, which is attached hereto and
incorporated herein by reference. Executive acknowledges that he is not entitled to any additional
grants of stock options or share bonus awards in his capacity as an employee of FIL, the Company or
Flextronics Singapore or as a director of any subsidiary of FIL.




4. Deferred Compensation.




     a. Deferred Bonus Plan Vesting Acceleration; Holdback. Executive was awarded a deferred bonus
of US$3,200,000 in return for services to be performed in the future subject to the terms and
conditions outlined in a Letter Agreement dated as of July 13, 2005 by and between the Company and
Executive (the “Deferred Bonus Plan”). The deferred bonus for Mr. Tan was credited to a brokerage
account. The Company and Executive agree that in consideration for Executive’s compliance with
paragraph 8 during the Non-Solicitation/Non-Competition Period, the Company hereby agrees to amend
the terms and conditions of the Deferred Bonus Plan to accelerate the vesting of the Deferred Bonus
Plan, which would otherwise terminate unvested as of the Employment Termination Date as follows:



          (i) Executive will be entitled to one hundred percent (100%) of the balance in the
Deferred Bonus Plan on the Employment Termination Date, less US$1,000,000 (the




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“Holdback”). The total balance of the Deferred Bonus Plan as of the Employment Termination
Date less the Holdback is referred to as the “Initial Installment”.




          (ii) Subject to the Company’s confirmation that Executive is in compliance with
paragraph 8 below during the Non-Solicitation/Non-Competition Period, the Holdback will be released
as follows: US$500,000 will be vested and paid to Executive on June 30, 2008 and the remaining
Holdback account balance will be vested and paid to Executive on June 30, 2009.




     b. Investment of Initial Installment; Mechanics for Transferring Initial Installment;
Retention and Investment of Holdback. Executive will be entitled to direct the investment of the
Initial Installment amount in the brokerage account in which it is currently held commencing on the
date of this Separation Deed. The Initial Installment will be transferred to Executive on the
Employment Termination Date. The Holdback will be retained in an account owned by the Company and
will continue to be subject to the terms and conditions of the Deferred Bonus Plan as modified by
this Deed. In each instance when the Deferred Bonus Plan is split into a portion to be transferred
to Executive and a portion to be retained by the Company (i.e., the initial split into the Holdback
and the Initial Installment as provided in subparagraph (a) above and upon the release of a portion
of the Holdback on June 30, 2008 under subparagraph (a)(ii) above), the Deferred Bonus Plan will be
split into accounts in a manner which ensures that the sums retained by the Company are invested in
a manner consistent with prevailing arrangements as between the Executive and the Company as at the
Effective Date.



     c. Except as otherwise expressly set forth in this paragraph 4, Executive acknowledge that he
is not entitled to any additional amounts under the Deferred Bonus Plan.


5. Bonuses. Executive will remain eligible for the following bonuses. If the
applicable performance targets are not achieved, no payments will be made under either bonus
program.




     a. One-Time Performance-Based Bonus. If FIL achieves certain revenue and EPS growth targets
for 2007 fiscal year, Executive will be eligible to receive a one time payment of US$250,000 (the
“One-Time Bonus”).



     b. First Quarter 2008 Bonus. If FIL achieves certain EPS growth targets for the quarter
ending June 30, 2007, Executive will be eligible to receive a bonus of up to 150% of his base
salary for the quarter depending on actual EPS growth (the “Quarterly Bonus”).


The Company will pay Executive the One-Time Bonus and the Quarterly Bonus, when and if earned, in
accordance with the Company’s usual practices. Executive acknowledges that he is not entitled to
any additional bonuses in his capacity as an employee of FIL, the Company, Flextronics Singapore,
or as a director of any subsidiary of FIL.




6. Releases.




     a. General Release by Executive of Employment-Related Matters. In consideration for the
covenants and release set forth in this Deed, Executive on his own behalf and on the behalf his
heirs, executors, administrators, successors, attorneys, insurers, and assigns shall release and



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discharge each of the Company, Flextronics Singapore, FIL or any of their respective
affiliates (collectively referred to as the “Flextronics Group”) and any predecessor divisions or
entities, their respective past and present officers, directors, shareholders, partners, attorneys,
agents, employees, and their respective insurance companies, successors and assigns (hereinafter
“Flextronics Releasees”), from any and all claims, of any and every kind, nature and character,
known and unknown, suspected and unsuspected, including any and all claims for attorneys’ fees and
costs which Executive either may now have, or has ever had, against the Flextronics Releasees,
which arise in whole or in part from Executive’s employment relationship with the Company or
Flextronics Singapore, the termination of that relationship, any other employment-related dealings
of any kind between Executive and the Flextronics Group and/or any past or present officer,
director, agent or employees of the Flextronics Group and/or with respect to any other obligation
(contractual or otherwise), event, matter, claim, damages or injury arising prior to the execution
of this Deed by all parties, other than claims for indemnification which may exist or arise for
matters arising on or prior to the Effective Date.



This release covers, but is not limited to: any and all claims, rights, demands, and causes of
action for wrongful termination, intentional or negligent infliction of emotional distress,
defamation, breach of any employment contract or employment agreement, breach of the covenant of
good faith and fair dealing, claim for reinstatement or rehire, failure to pay wages, commissions,
benefits, paid time off (PTO), severance or other compensation of any sort, discrimination, right
to paid or unpaid leave, and/or violation of any and all statutes, rules, regulations or ordinances
whether state, federal or local. Nothing in this release shall affect Executive’s right, if any,
to obtain unemployment benefits or any obligation set forth in this Deed. This release does not
extend to any of the obligations of the Company or Flextronics
Singapore arising out of this Deed.




     b. No Legal Action. Executive represents that he has not filed a legal action with any local,
state or federal agency or court relating in any manner to any claim released herein, and that if
any such governmental agency or court assumes jurisdiction of any complaint or charge against
Flextronics Releasees on behalf of Executive, relative to any claim released herein, he will
request such agency or court to withdraw from the matter.



7. Confidentiality.




     a. Restrictions on Use and Disclosure of Confidential Information. Executive acknowledges and
agrees that he will remain bound by the confidentiality obligations set forth in the Service
Agreement dated as of November 30, 2000 by and between Executive and FIL (the “Services
Agreement”). Executive further acknowledges that the confidentiality, non-solicitation and
non-compete clauses in this Deed and the Services Agreement with Flextronics are intended to be
read together. Should the terms of the Services Agreement differ from the terms of this Deed, the
provisions of this Deed shall prevail.


Executive agrees that any original works of authorship, products, software, and/or applications
that Executive created or developed for the Flextronics Group while in the employ of FIL, the
Company or Flextronics Singapore is the sole property of the Flextronics Group. Executive further
acknowledges and agrees that Executive shall not, without the prior written consent of the




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FLEXTRONICS CONFIDENTIAL



Chief Executive Officer of FIL, disclose or use for any purpose (except in furtherance of the
business of the Flextronics Group) any Confidential Information (as herein defined and as described
in the Services Agreement) of the Flextronics Group.




     b. Scope of Confidential Information. Confidential Information shall mean any and all
proprietary or confidential information of the Flextronics Group or any of its vendors or
customers, whether or not developed by Executive, including without limitation the following:



          (i) Any and all technical information, including, without limitation, product data
and specifications, know-how, formulae, source code, or other software information, test results,
processes, inventions, research projects or product development.




          (ii) Any and all business information, including, without limitation, cost
information, profits, profit margins, sales information, costs, overhead, accounting and
unpublished financial information, business plans, markets, marketing methods, vendor or customer
lists, including without limitation, a vendor’s or customer’s specific needs, advertising and
operating strategies.




          (iii) Any and all employee information, including, without limitation, salaries, and
specific strengths, weaknesses and skills of employees of the Flextronics Group.



8. Non-Solicitation and Non-Competition. For a period of two years after the
Employment Termination Date (the “Non-Solicitation/Non-Competition Period”), Executive agrees as
follows:




     a. Non-Solicitation of Employees. Executive understands and agrees that the relationship
between Flextronics and each of its employees constitutes a valuable asset of Flextronics, that
information related to employee’s skills and compensation is kept confidential, and may not be
disclosed or converted for the use of Executive or any third party for any reason whatsoever.
Accordingly, Executive shall not, directly or indirectly, on behalf of Executive or any third
party, solicit any key employee or employee holding an executive position to terminate his or her
employment relationship with the Company, Flextronics Singapore, FIL or its or their affiliates, so
as not to harm the stability of the workforce of the companies.



     b. Non-Competition. Executive understands and agrees that the relationship between
Flextronics and each of its customers and vendors constitutes a valuable asset of Flextronics, that
information related to customers is kept confidential and may not be disclosed or converted for the
use of Executive or any third party for any reason whatsoever. Accordingly, Executive shall not,
directly or indirectly, on behalf of Executive or any third party, solicit any customer or vendor
with whom the Executive has direct and material contact with during the course of his employment,
to conduct any business with such customer that is the same as or similar to, or is otherwise
competitive with, the business of Flextronics or to terminate such vendor’s or customer’s business
relationship with Flextronics. In addition, Executive shall not, without the written consent of
the Chief Executive Officer of FIL, directly or indirectly, individually or in any other capacity
whatsoever, other than for the Company, Flextronics Singapore, FIL or any of its or their
affiliates be employed by, or provide services to, or serve as a consultant, agent,



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independent contractor, partner, officer or director of, or own any equity interests in, or
participate in the ownership, management, operation or control of, or be connected in any similar
manner with, any Competitive Business. As used herein, the term “Competitive Business” means any
company or business that (either directly or through a subsidiary) is engaged in any of the
following activities, to the extent that such activity is substantially similar to or competitive
with any business activity conducted or under development by the Company, Flextronics Singapore,
FIL or its or their affiliates in which the Executive was directly involved in during the course of
his employment.




     c. Scope of Non-Competition Agreement. Paragraph 8(b) applies to any Competitive Business in
all countries in which the Company, FIL, or any of its or their affiliates has engaged in
manufacturing, marketing or sales or otherwise conducted business or selling or marketing efforts
at any time until the Employment Termination Date. Executive acknowledges that the scope and
period of restrictions and the geographical area to which the restriction imposed in this
subparagraph shall apply are fair and reasonable and are reasonably required for the protection of
the Company and FIL and that subparagraph 8(b) of this Deed accurately describes the business to
which the restrictions are intended to apply.



     d. It is the desire and intent of the parties that the provisions of this paragraph 8 shall be
enforced to the fullest extent permissible under applicable law. If any particular provision or
portion of this paragraph 8 shall be adjudicated to be invalid or unenforceable, this Deed shall be
deemed amended to revise those provisions or portions to the minimum extent necessary to render
them enforceable. Such amendment shall apply only with respect to the operation of this paragraph
8 in the particular jurisdiction in which such adjudication was made.



     e. Executive acknowledges that any breach of the covenants of this paragraph 8 will result in
immediate and irreparable injury to the Company, FIL or any of its or their affiliates and,
accordingly, consents to the application of injunctive relief and such other equitable remedies for
the benefit of the Company, FIL or any of its or their affiliates as may be appropriate in the
event such a breach occurs or is threatened. The foregoing remedies shall be in addition to all
other legal remedies to which the Company, FIL, or any of its or their affiliates may be entitled
hereunder, including, without limitation, monetary damages and the amounts described in paragraph 4
above.



     f. If Executive desires to engage in an activity which he believes may be in conflict with his
obligations under this paragraph 8, then Executive may request a written waiver from FIL by
contacting the Chief Executive Officer of FIL.



9. Miscellaneous




     a. Representation by Counsel. Executive hereby represents that this Deed has been carefully
and fully read and is voluntarily executed. Executive represents that he has had adequate
opportunity to ask any questions about the Deed. Executive also understands that the Company and
its representatives are not attempting to give Executive tax advice and has strongly advised
Executive to seek advice from his own tax adviser and counsel of his own choosing. Executive
agrees to waive and release the Company, its agents and attorneys from any claims



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and liabilities in connection with the design and implementation of the Deed and any personal
tax consequences to Executive.




     b. Governing Law; Dispute Resolution; Severability. Any disputes concerning or related to
this Deed will be resolved pursuant to final and binding arbitration in Singapore, before an
experienced employment arbitrator selected in accordance with the Arbitration Rules of the
Singapore International Arbitration Centre, applying Singapore law (other than Singapore principles
of conflicts of law). Arbitration in this manner shall be the exclusive remedy for any such
dispute. Each party will pay the fees of their respective attorneys and the expenses of their
witnesses and any other expenses connected with the arbitration and will share equally all other
costs of the arbitration. The arbitrator’s decision or award will be fully enforceable and subject
to an entry of judgment by a court of competent jurisdiction. If any provision of this Deed is
determined to be unenforceable, the remaining provisions shall nonetheless be given effect. This
Deed shall be construed in accordance with the laws of Singapore without regard to conflict of law
rules.



     c. Entire Agreement. This Deed sets forth the entire agreement between the parties hereto,
and fully supersedes any and all prior agreements or understandings between the parties pertaining
to any subject matter contained in this Deed, except that the Share Option and Incentive Plans,
Deferred Bonus Plan and Services Agreement as defined in paragraphs 3, 4 and 7 of this Deed,
respectively, shall remain in full force and effect, except as modified by this Deed. Any
amendments or modifications to this Deed must be made in writing and signed by both parties.



     c. Notices. All notices required or permitted under this Deed will be in writing and will be
deemed received (a) when delivered personally; (b) when sent by confirmed facsimile; (c) five (5)
days after having been sent by registered or certified mail, return receipt requested, postage
prepaid; or (d) one (1) day after deposit with a commercial overnight carrier. All communications
will be sent to the addresses as may be designated by a party by giving written notice to the other
party pursuant to this subparagraph.



     d. Counterparts. This Deed may be signed in counterparts. A copy of a signature shall have
the full force and effect as an original signature.



[Remainder of this page intentionally left blank]




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IN WITNESS WHEREOF, this Deed has been entered into the day and year first above written.




Signed, sealed and delivered by:




BOON HENG (PETER) TAN




in the presence of:




	 	 	 
	/s/ Peter Tan
 

Name: Peter Tan

	 	 
	NRIC No./Passport No.:
	 	 
	 
	 	 
	The Official Seal of
	 	 
	 
	 	 
	FLEXTRONICS INTERNATIONAL LTD.
	 	 
	 
	 	 
	was hereunto affixed in the presence of:
	 	 
	 
	 	 
	/s/ Thomas Smach
 


	 	 
	 
	 	 
	The Common Seal of
	 	 
	 
	 	 
	FLEXTRONICS INTERNATIONAL ASIA-PACIFIC LTD.

was hereunto affixed in the presence of:
	 	 
	 
	 	 
	/s/ Manny Marimuthu
 

Director

	 	 
	 
	 	 
	/s/ Tommy Lo
 

Director/Secretary

	 	 
	 
	 	 
	The Common Seal of
	 	 
	 
	 	 
	FLEXTRONICS TECHNOLOGY (SINGAPORE) PTE LTD 

was hereunto affixed in the presence of:
	 	 
	 
	 	 
	/s/ Manny Marimuthu
 

Director

	 	 
	 
	 	 
	/s/ Bernard Liew Jin Yang
 

Director/Secretary

	 	 






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Exhibit A




Peter Tan — Closing Statement

Employment Termination Date: June 30, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Option	 	Grant	 	Plan/	 	 	Exercise	 	 	Shares	 	 	Shares	 	 	Shares	 	 	Vesting	 	 	Total	 	 	Last Date	 
	Number	 	Date	 	Type	 	 	Price	 	 	Granted	 	 	Exercised	 	 	Exercisable	 	 	Stop Date	 	 	Price	 	 	To Exercise	 
	008785
	 	12/20/2000	 	1993/ISO	 	$	23.1875	 	 	 	15,000	 	 	 	0	 	 	 	15,000	 	 	 	6/30/2007	 	 	$	347,812.50	 	 	 	12/20/2010	 
	010343
	 	6/15/2001	 	1993/NQ	 	$	21.7600	 	 	 	3,672	 	 	 	0	 	 	 	3,672	 	 	 	6/30/2007	 	 	$	79,902.72	 	 	 	6/15/2011	 
	010344
	 	6/15/2001	 	1993/NQ	 	$	21.7600	 	 	 	11,328	 	 	 	0	 	 	 	11,328	 	 	 	6/30/2007	 	 	$	246,497.28	 	 	 	6/15/2011	 
	012248
	 	7/6/2001	 	1993/NQ	 	$	23.0200	 	 	 	109	 	 	 	0	 	 	 	109	 	 	 	6/30/2007	 	 	$	2,509.18	 	 	 	7/6/2011	 
	012249
	 	7/6/2001	 	1993/NQ	 	$	23.0200	 	 	 	641	 	 	 	0	 	 	 	641	 	 	 	6/30/2007	 	 	$	14,755.82	 	 	 	7/6/2011	 
	019108
	 	7/1/2002	 	2002/NQ	 	$	5.8800	 	 	 	100,000	 	 	 	100,000	 	 	 	0	 	 	 	6/30/2007	 	 	$	0.00	 	 	 	N/A	 
	021598
	 	7/1/2003	 	2002/NQ	 	$	10.3400	 	 	 	50,000	 	 	 	0	 	 	 	48,958	 	 	 	6/30/2007	 	 	$	506,225.72	 	 	 	9/30/2007	 
	017873
	 	1/9/2004	 	2002/NQ	 	$	16.5700	 	 	 	125,000	 	 	 	0	 	 	 	125,000	 	 	 	6/30/2007	 	 	$	2,071,250.00	 	 	 	1/9/2014	 
	023613
	 	9/28/2004	 	2001/NQ	 	$	13.1800	 	 	 	100,000	 	 	 	0	 	 	 	100,000	 	 	 	6/30/2007	 	 	$	1,318,000.00	 	 	 	9/28/2014	 
	024635
	 	10/29/2004	 	2001/NQ	 	$	12.0500	 	 	 	150,000	 	 	 	0	 	 	 	100,000	 	 	 	6/30/2007	 	 	$	1,205,000.00	 	 	 	9/30/2007	 
	026807
	 	5/13/2005	 	2001/NQ	 	$	12.3700	 	 	 	250,000	 	 	 	0	 	 	 	250,000	 	 	 	6/30/2007	 	 	$	3,092,500.00	 	 	 	9/30/2007	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	TOTALS	 	 	 	 	 	 	805,750	 	 	 	100,000	 	 	 	654,708	 	 	 	 	 	 	$	8,884,453.22	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







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