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EXHIBIT 4.03




FLEXTRONICS INTERNATIONAL LTD.



2001 EQUITY INCENTIVE PLAN




As Adopted August 13, 2001 and amended
through June 29, 2004




1. PURPOSE


     
The purpose of this Plan is to provide incentives
to attract, retain and motivate eligible persons whose present
and potential contributions are important to the success of the
Company, its Parent and Subsidiaries, by offering them an
opportunity to participate in the Company’s future
performance through grants of Awards. Capitalized terms not
defined in the text are defined in Section 21.




2. SHARES SUBJECT TO THE PLAN



2.1 Number of Shares Available


     
Subject to Sections 2.2 and 15, the
total number of Shares reserved and available for grant and
issuance pursuant to this Plan will be 7,000,000 Shares
plus shares that are subject to issuance upon exercise of an
Award but cease to be subject to such Award for any reason other
than exercise of such Award. In addition, any authorized shares
not issued or subject to outstanding grants under the
Company’s 1993 Share Option Plan, 1997 Interim Option
Plan, 1998 Interim Option Plan, 1999 Interim Option Plan, ASIC
International, Inc. Non-Qualified Stock Option Plan, Wave
Optics, Inc. 1997 Share Option Plan, Wave Optics, Inc.
2000 Share Option Plan, Chatham Technologies, Inc. Stock
Option Plan, Chatham Technologies, Inc. 1997 Stock Option Plan,
IEC Holdings Limited 1997 Share Option Scheme, Palo Alto
Products International Private Ltd 1996 Share Option Plan,
The DII Group, Inc. 1994 Stock Incentive Plan, The DII Group,
Inc. 1993 Stock Option Plan, Orbit Semiconductor, Inc. 1994
Stock Incentive Plan, Telcom Global Solutions Holdings, Inc.
2000 Equity Incentive Plan, Telcom Global Solutions, Inc. 2000
Stock Option Plan, KMOS Semi-Customs, Inc. 1989 Stock Option
Plan, and KMOS Semi-Customs, Inc. 1990 Non-Qualified Stock
Option Plan, (each a “PRIOR Plan” and collectively,
the “PRIOR PLANS”) that are forfeited and/or that are
issuable upon exercise of options granted pursuant to the Prior
Plans that expire or become unexercisable for any reason without
having been exercised in full, will no longer be available for
grant and issuance under the Prior Plans, but will be available
for grant and issuance under this Plan. At all times the Company
shall reserve and keep available a sufficient number of Shares
as shall be required to satisfy the requirements of all
outstanding Awards granted under this Plan. No more than
30,000,000 Shares shall be issued as ISOs and no more than
10,000,000 Shares shall be issued as Stock Bonuses. No more
than 2,000,000 Shares may be issued and outstanding at any
point during the term of this Plan pursuant to Awards granted
under Section 20 of this Plan.




2.2 Adjustment of Shares


     
Should any change be made to the Shares issuable
under the Plan by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or
other change affecting the outstanding Shares as a class without
the Company’s receipt of consideration, then appropriate
adjustments shall be made to (i) the maximum number and/or
class of securities issuable under the Plan, (ii) the
maximum number and/or class of securities for which any
Participant may be granted Awards over the term of the Plan,
(iii) the number and/or class of securities and price per
Share in effect under each Award outstanding under
Sections 5, 7, and 20, and (iv) the class of
securities for which automatic Option grants are to be
subsequently made to newly elected or continuing Outside
Directors under Section 7. Such adjustments to the
outstanding Awards are to be effected in a manner which shall
preclude the enlargement or dilution of rights and benefits
under such Awards, provided, however, that (i) fractions of
a Share will not be issued but will be replaced by a cash
payment equal to the Fair Market Value of such fraction of a
Share, as determined by the Committee, and (ii) no such
adjustment shall be made if as a result, the Exercise Price
would fall below the par value of a Share and if such adjustment
would but for this paragraph (ii) result in the
Exercise Price being less than the par value of a Share, the
Exercise Price payable shall be the par value of a Share. The
adjustments determined by the Committee shall be final, binding
and conclusive. The repricing, replacement or regranting of any
previously granted Award,









 









 




through cancellation or by lowering the Exercise
Price or Purchase Price of such Award, shall be prohibited
unless the shareholders of the Company first approve such
repricing, replacement or regranting.





3. ELIGIBILITY


     
All Awards may be granted to employees, officers
and directors of the Company or any Parent or Subsidiary of the
Company. No person will be eligible to receive more than
4,000,000 Shares in any calendar year under this Plan
pursuant to the grant of Awards hereunder; provided, however,
that no Outside Director will be eligible to receive more than
50,000 Shares, in the aggregate, in any calendar year under
this Plan pursuant to the grant of Awards hereunder. A person
may be granted more than one Award under this Plan.




4. ADMINISTRATION



4.1 Committee Authority


     
This Plan will be administered by the Committee
or by the Board acting as the Committee. Except for automatic
grants to Outside Directors pursuant to Section 7 hereof,
and subject to the general purposes, terms and conditions of
this Plan, and to the direction of the Board, the Committee will
have full power to implement and carry out this Plan. Except for
automatic grants to Outside Directors pursuant to Section 7
hereof, the Committee will have the authority to:




			
	 	(a)	
    construe and interpret this Plan, any Award
    Agreement and any other agreement or document executed pursuant
    to this Plan;
    
	 
	 	(b)	
    prescribe, amend and rescind rules and
    regulations relating to this Plan or any Award;
    
	 
	 	(c)	
    select persons to receive Awards;
    
	 
	 	(d)	
    determine the form and terms of Awards;
    
	 
	 	(e)	
    determine the number of Shares or other
    consideration subject to Awards;
    
	 
	 	(f)	
    determine whether Awards will be granted singly,
    in combination with, in tandem with, in replacement of, or as
    alternatives to, other Awards under this Plan or any other
    incentive or compensation plan of the Company or any Parent or
    Subsidiary of the Company;
    





			
	 	(g)	
    grant waivers of Plan or Award conditions;
    





			
	 	(h)	
    determine the vesting, exercisability and payment
    of Awards;
    
	 
	 	(i)	
    correct any defect, supply any omission or
    reconcile any inconsistency in this Plan, any Award or any Award
    Agreement;
    
	 
	 	(j)	
    determine whether an Award has been
    earned; and
    
	 
	 	(k)	
    make all other determinations necessary or
    advisable for the administration of this Plan.
    





4.2 Committee Discretion


     
Except for automatic grants to Outside Directors
pursuant to Section 7 hereof, any determination made by the
Committee with respect to any Award will be made in its sole
discretion at the time of grant of the Award or, unless in
contravention of any express term of this Plan or Award, at any
later time, and such determination will be final and binding on
the Company and on all persons having an interest in any Award
under this Plan. The Committee may delegate to one or more
officers of the Company the authority to grant an Award under
this Plan to Participants who are not Insiders of the Company.




5. OPTIONS


     
The Committee may grant Options to eligible
persons and will determine whether such Options will be
Incentive Stock Options within the meaning of the Code
(“ISOs”) or Nonqualified Stock Options
(“NQSOs”),









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the number of Shares subject to the Option, the
Exercise Price of the Option, the period during which the Option
may be exercised, and all other terms and conditions of the
Option, subject to the following:





5.1 Form of Option Grant


     
Each Option granted under this Plan will be
evidenced by an Award Agreement which will expressly identify
the Option as an ISO or an NQSO (“STOCK OPTION
AGREEMENT”), and, except as otherwise required by the terms
of Section 7 hereof, will be in such form and contain such
provisions (which need not be the same for each Participant) as
the Committee may from time to time approve, and which will
comply with and be subject to the terms and conditions of this
Plan.




5.2 Date of Grant


     
The date of grant of an Option will be the date
on which the Committee makes the determination to grant such
Option, unless otherwise specified by the Committee. The Stock
Option Agreement and a copy of this Plan will be delivered to
the Participant within a reasonable time after the granting of
the Option.




5.3 Exercise Period


     
Options may be exercisable within the times or
upon the events determined by the Committee as set forth in the
Stock Option Agreement governing such Option; provided, however,
that no Option will be exercisable after the expiration of ten
(10) years from the date the Option is granted; and
provided further that (i) no ISO granted to a person who
directly or by attribution owns more than ten percent (10%) of
the total combined voting power of all classes of shares or
stock of the Company or of any Parent or Subsidiary of the
Company (“TEN PERCENT SHAREHOLDER”) will be
exercisable after the expiration of five (5) years from the
date the ISO is granted and (ii) no Option granted to a
person who is not an employee of the Company or any Parent or
Subsidiary of the Company on the date of grant of that Option
will be exercisable after the expiration of five (5) years
from the date the Option is granted. The Committee also may
provide for Options to become exercisable at one time or from
time to time, periodically or otherwise, in such number of
Shares or percentage of Shares as the Committee determines.




5.4 Exercise Price


     
The Exercise Price of an Option will be
determined by the Committee when the Option is granted; provided
that: (i) the Exercise Price will be not less than 100% of
the Fair Market Value of the Shares on the date of grant; and
(ii) the Exercise Price of any ISO granted to a Ten Percent
Shareholder will not be less than 110% of the Fair Market Value
of the Shares on the date of grant. In no event may the Exercise
Price of an Option be less than the par value of the Shares.
Payment for the Shares purchased may be made in accordance with
Section 6 of this Plan.




5.5 Method of Exercise


     
(a) Options may be exercised only by
delivery to the Company (or as the Company may direct) of a
written stock option exercise agreement (the “Exercise
Agreement”) (in the case of a written Exercise Agreement,
in the form approved by the Board or the Committee, which need
not be the same for each Participant), in each case stating the
number of Shares being purchased, the restrictions imposed on
the Shares purchased under such Exercise Agreement, if any, and
such representations and agreements regarding Participant’s
investment intent and access to information and other matters,
if any, as may be required or desirable by the Company to comply
with applicable securities laws, together with payment in full
of the Exercise Price for the number of Shares being purchased.



     
(b) A written Exercise Agreement may be
communicated electronically through the use of such security
device (including, without limitation, any logon identifier,
password, personal identification number, smartcard, digital
certificate, digital signature, encryption device, electronic
key, and/or other code or any access procedure incorporating any
one or more of the foregoing) as may be designated by the Board
or the Committee for use in conjunction with the Plan from time
to time (“Security Device”), or via an electronic
page, site, or environment designated by the Company which is
accessible only through the use of such Security Device, and
such written Exercise Agreement shall thereby be deemed to have
been sent by the designated holder of such Security









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Device. The Company (or its agent) may accept and
act upon any written Exercise Agreement issued and/or
transmitted through the use of the Participant’s Security
Device (whether actually authorized by the Participant or not)
as his authentic and duly authorized Exercise Agreement and the
Company (or its agent) may treat such Exercise Agreement as
valid and binding on the Participant notwithstanding any error,
fraud, forgery, lack of clarity or misunderstanding in the terms
of such Exercise Agreement. All written Exercise Agreements
issued and/or transmitted through the use of the
Participant’s Security Device (whether actually authorized
by the Participant or not) are irrevocable and binding on the
Participant upon transmission to the Company (or as the Company
may direct) and the Company (or its agent) shall be entitled to
effect, perform or process such Exercise Agreement without the
Participant’s further consent and without further reference
to the Participant.




     
(c) The Company’s records of the
Exercise Agreements (whether delivered or communicated
electronically or in printed form), and its record of any
transactions maintained by any relevant person authorized by the
Company relating to or connected with the Plan, whether stored
in audio, electronic, printed or other form, shall be binding
and conclusive on the Participant and shall be conclusive
evidence of such Exercise Agreements and/or transactions. All
such records shall be admissible in evidence and, in the case of
a written Exercise Agreement which has been communicated
electronically, the Participant shall not challenge or dispute
the admissibility, reliability, accuracy or the authenticity of
the contents of such records merely on the basis that such
records were incorporated and/or set out in electronic form or
were produced by or are the output of a computer system, and the
Participant waives any of his rights (if any) to so object.




5.6 Termination


     
Notwithstanding the exercise periods set forth in
the Stock Option Agreement, exercise of an Option will always be
subject to the following:




			
	 	(a)	
    If the Participant is Terminated for any reason
    except death or Disability, then the Participant may exercise
    such Participant’s Options only to the extent that such
    Options would have been exercisable upon the Termination Date no
    later than three (3) months after the Termination Date (or
    such shorter or longer time period not exceeding five
    (5) years as may be determined by the Committee, provided,
    that any Option which is exercised beyond three (3) months
    after the Termination Date shall be deemed to be an NQSO), but
    in any event no later than the expiration date of the Options.
    





			
	 	(b)	
    If the Participant is Terminated because of the
    Participant’s death or Disability (or the Participant dies
    within three (3) months after a Termination other than for
    Cause or because of the Participant’s Disability), then the
    Participant’s Options may be exercised only to the extent
    that such Options would have been exercisable by the Participant
    on the Termination Date and must be exercised by the Participant
    (or the Participant’s legal representative or authorized
    assignee) no later than twelve (12) months after the
    Termination Date (or such shorter or longer time period not
    exceeding five (5) years as may be determined by the
    Committee, provided, that any Option which is exercised beyond
    twelve (12) months after the Termination Date when the
    Termination is for Participant’s Disability, shall be
    deemed to be an NQSO), but in any event no later than the
    expiration date of the Options.
    





			
	 	(c)	
    If the Participant is terminated for Cause, then
    the Participant’s Options shall expire on such
    Participant’s Termination Date, or at such later time and
    on such conditions as are determined by the Committee (but in
    any event, no later than the expiration date of the Options).
    





5.7 Limitations on Exercise


     
The Committee may specify a reasonable minimum
number of Shares that may be purchased on any exercise of an
Option, provided that such minimum number will not prevent
Participant from exercising the Option for the full number of
Shares for which it is then exercisable.




5.8 Limitations on ISO


     
The aggregate Fair Market Value (determined as of
the date of grant) of Shares with respect to which ISO are
exercisable for the first time by a Participant during any
calendar year (under this Plan or under any other incentive
stock option plan of the Company, Parent or Subsidiary of the
Company) will not exceed US$100,000. If the Fair Market Value of
Shares on the date of grant with respect to which ISO are
exercisable for the first









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time by a Participant during any calendar year
exceeds US$100,000, then the Options for the first US$100,000
worth of Shares to become exercisable in such calendar year will
be ISO and the Options for the amount in excess of US$100,000
that become exercisable in that calendar year will be NQSOs. In
the event that the Code or the regulations promulgated
thereunder are amended after the Effective Date of this Plan to
provide for a different limit on the Fair Market Value of Shares
permitted to be subject to ISO, such different limit will be
automatically incorporated herein and will apply to any Options
granted after the effective date of such amendment.





5.9 Modification, Extension or
Renewal


     
The Committee may modify, extend or renew
outstanding Options and authorize the grant of new Options in
substitution therefor, provided that any such action may not,
without the written consent of a Participant, impair any of such
Participant’s rights under any Option previously granted,
and provided further that the exercise period of any Option may
not in any event be extended beyond the periods specified in
Section 5.3. Any outstanding ISO that is modified,
extended, renewed or otherwise altered will be treated in
accordance with Section 424(h) of the Code.




5.10 No Disqualification


     
Notwithstanding any other provision in this Plan,
no term of this Plan relating to ISO will be interpreted,
amended or altered, nor will any discretion or authority granted
under this Plan be exercised, so as to disqualify this Plan
under Section 422 of the Code or, without the consent of
the Participant affected, to disqualify any ISO under
Section 422 of the Code.




6. PAYMENT FOR SHARE PURCHASES



6.1 Payment


     
Payment for Shares purchased pursuant to this
Plan may be made in cash (by check) or, where expressly approved
for the Participant by the Committee and where permitted by law:




			
	 	(a)	
    by cancellation of indebtedness of the Company to
    the Participant;
    





			
	 	(b)	
    by waiver of compensation due or accrued to the
    Participant for services rendered;
    





			
	 	(c)	
    with respect only to purchases upon exercise of
    an Option, and provided that a public market for the
    Company’s Shares exists:
    





			
	 	     (i)	
    through a “same day sale” commitment
    from the Participant and a broker-dealer that is a member of the
    National Association of Securities Dealers (an “NASD
    DEALER”) whereby the Participant irrevocably elects to
    exercise the Option and to sell a portion of the Shares so
    purchased to pay for the Exercise Price, and whereby the NASD
    Dealer irrevocably commits upon receipt of such Shares to
    forward the Exercise Price directly to the Company; or
    





			
	 	     (ii) 	
    through a “margin” commitment from the
    Participant and a NASD Dealer whereby the Participant
    irrevocably elects to exercise the Option and to pledge the
    Shares so purchased to the NASD Dealer in a margin account as
    security for a loan from the NASD Dealer in the amount of the
    Exercise Price, and whereby the NASD Dealer irrevocably commits
    upon receipt of such Shares to forward the Exercise Price
    directly to the Company;
    





			
	 	(d)	
    conversion of a convertible note issued by the
    Company, the terms of which provide that it is convertible into
    Shares issuable pursuant to the Plan (with the principal amount
    and any accrued interest being converted and credited dollar for
    dollar to the payment of the Exercise Price); or
    





			
	 	(e)	
    by any combination of the foregoing.
    










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7. AUTOMATIC GRANTS TO OUTSIDE
DIRECTORS



7.1 Types of Options and Shares


     
Options granted under this Plan and subject to
this Section 7 shall be NQSOs.




7.2 Eligibility


     
Options subject to this Section 7 shall be
granted only to Outside Directors. In no event, however, may any
Outside Director be granted any Options under this
Section 7 if such grant is (a) prohibited, or
(b) restricted (either absolutely or subject to various
securities requirements, whether legal or administrative, being
complied with), in the jurisdiction in which such Outside
Director is resident under the relevant securities laws of that
jurisdiction.




7.3 Initial Grant


     
Each Outside Director who first becomes a member
of the Board after the Effective Date will automatically be
granted an Option for 20,000 Shares (an “INITIAL
GRANT”) on the date such Outside Director first becomes a
member of the Board. Each Outside Director who became a member
of the Board on or prior to the Effective Date and who did not
receive a prior option grant (under this Plan or otherwise and
from the Company or any of its corporate predecessors) will
receive an Initial Grant on the Effective Date.




7.4 Succeeding Grant


     
Immediately following each Annual General Meeting
of shareholders of the Company, each Outside Director will
automatically be granted an Option for 6,000 Shares (a
“SUCCEEDING GRANT”), provided, that the Outside
Director is a member of the Board on such date and has served
continuously as a member of the Board for a period of at least
twelve (12) months since the last Option grant (whether an
Initial Grant or a Succeeding Grant) to such Outside Director.
If less than twelve (12) months has passed, then the number
of shares subject to the Succeeding Grant will be pro-rated
based on the number of days passed since the last Option grant
to such Outside Director, divided by 365 days.




7.5 Vesting and Exercisability


     
The date an Outside Director receives an Initial
Grant or a Succeeding Grant is referred to in this Plan as the
“START DATE” for such Option.



     
(a) Initial Grant. Each Initial Grant
will vest and be exercisable as to 25% of the Shares on the
first one year anniversary of the Start Date for such Initial
Grant, and thereafter as to 1/48 of the Shares at the end of
each full succeeding month, so long as the Outside Director
continuously remains a director or a consultant of the Company.



     
(b) Succeeding Grant. Each Succeeding
Grant will vest and be exercisable as to 25% of the Shares on
the first one year anniversary of the Start Date for such
Succeeding Grant, and thereafter as to 1/48 of the Shares at the
end of each full succeeding month, so long as the Outside
Director continuously remains a director or a consultant of the
Company. No Options granted to an Outside Director will be
exercisable after the expiration of five (5) years from the
date the Option is granted to such Outside Director. If the
Outside Director is Terminated, the Outside Director may
exercise such Outside Director’s Options only to the extent
that such Options would have been exercisable upon the
Termination Date for such period as set forth in
Section 5.6. Notwithstanding any provision to the contrary,
in the event of a Corporate Transaction described in
Section 15.1, the vesting of all Options granted to Outside
Directors pursuant to this Section 7 will accelerate and
such Options will become exercisable in full prior to the
consummation of such event at such times and on such conditions
as the Committee determines, and must be exercised, if at all,
within three (3) months of the consummation of said event.
Any Options not exercised within such three-month period shall
expire. Notwithstanding any provision to the contrary, in the
event of a Hostile Take-Over, the Outside Director shall have a
thirty-day period in which to surrender to the Company each
option held by him or her under this Plan for a period of at
least six (6) months. The Outside Director shall in return
be entitled to a cash distribution from the Company in an amount
equal to the excess of (i) the Take-Over Price of the
Shares at the time subject to the surrendered Option (whether or
not the Option is otherwise at the time exercisable for those
Shares) over









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(ii) the aggregate Exercise Price payable for such Shares.
Such cash distribution shall be paid within five (5) days
following the surrender of the Option to the Company. Neither
the approval of the Committee nor the consent of the Board shall
be required in connection with such option surrender and cash
distribution. The Shares subject to each Option surrendered in
connection with the Hostile Take-Over shall NOT be available for
subsequent issuance under the Plan.





7.6 Exercise Price


     
The Exercise Price of an Option pursuant to an
Initial Grant and Succeeding Grant shall be the Fair Market
Value of the Shares, at the time that the Option is granted.




8. WITHHOLDING TAXES



8.1 Withholding Generally


     
Whenever Shares are to be issued in satisfaction
of Awards granted under this Plan, the Company may require the
Participant to remit to the Company an amount sufficient to
satisfy federal, state and local withholding tax requirements
prior to the delivery of any certificate or certificates for
such Shares. Whenever, under this Plan, payments in satisfaction
of Awards are to be made in cash, such payment will be net of an
amount sufficient to satisfy federal, state, and local
withholding tax requirements.




8.2 Stock Withholding


     
When, under applicable tax laws, a Participant
incurs tax liability in connection with the exercise or vesting
of any Award that is subject to tax withholding and the
Participant is obligated to pay the Company the amount required
to be withheld, the Committee may in its sole discretion, and
subject to compliance with all applicable laws and regulations,
allow the Participant to satisfy the minimum withholding tax
obligation by electing to have the Company withhold from the
Shares to be issued that number of Shares having a Fair Market
Value equal to the minimum amount required to be withheld,
determined on the date that the amount of tax to be withheld is
to be determined. All elections by a Participant to have Shares
withheld for this purpose will be made in accordance with the
requirements established by the Committee and be in writing in a
form acceptable to the Committee.




9. TRANSFERABILITY


     
9.1 Except as
otherwise provided in this Section 9, Awards granted under
this Plan, and any interest therein, will not be transferable or
assignable by a Participant, and may not be made subject to
execution, attachment or similar process, otherwise than by will
or by the laws of descent and distribution or as determined by
the Committee and set forth in the Award Agreement with respect
to Awards. Notwithstanding the foregoing, (i) Participants
may transfer or assign their Options to Family Members through a
gift or a domestic relations order (and not in a transfer for
value), and (ii) if the terms of the applicable instrument
evidencing the grant of an Option so provide, Participants who
reside outside of the United States and Singapore may assign
their Options to a financial institution outside of the United
States and Singapore that has been approved by the Committee, in
accordance with the terms of the applicable instrument, subject
to Code regulations providing that any transfer of an ISO may
cause such ISO to become a NQSO. The Participant shall be solely
responsible for effecting any such assignment, and for ensuring
that such assignment is valid, legal and binding under all
applicable laws. The Committee shall have the discretion to
adopt such rules as it deems necessary to ensure that any
assignment is in compliance with all applicable laws.




9.2 All Awards other than
NQSO’s


     
All Awards other than NQSO’s shall be
exercisable: (i) during the Participant’s lifetime,
only by (A) the Participant, or (B) the
Participant’s guardian or legal representative; and
(ii) after Participant’s death, by the legal
representative of the Participant’s heirs or legatees.









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9.3 NQSOs


     
Unless otherwise restricted by the Committee, an
NQSO shall be exercisable: (i) during the
Participant’s lifetime only by (A) the Participant,
(B) the Participant’s guardian or legal
representative, (C) a Family Member of the Participant who
has acquired the NQSO by “permitted transfer;” as
defined below, (ii) by a transferee that is permitted
pursuant to clause (ii) of Section 9.2, for such
period as may be authorized by the terms of the applicable
instrument evidencing the grant of the applicable Option, or by
the Committee, and (iii) after Participant’s death, by
the legal representative of the Participant’s heirs or
legatees. “Permitted transfer” means any transfer of
an interest in such NQSO by gift or domestic relations order
effected by the Participant during the Participant’s
lifetime. A permitted transfer shall not include any transfer
for value; provided that the following shall be permitted
transfers and shall not be considered to be transfers for value:
(a) a transfer under a domestic relations order in
settlement of marital property rights or (b) a transfer to
an entity in which more than fifty percent of the voting
interests are owned by Family Members or the Participant in
exchange for an interest in that entity.




10. PRIVILEGES OF STOCK
OWNERSHIP


     
No Participant will have any of the rights of a
shareholder with respect to any Shares until the Shares are
issued to the Participant. After Shares are issued to the
Participant, the Participant will be a shareholder and have all
the rights of a shareholder with respect to such Shares,
including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares.




11. CERTIFICATES


     
All certificates for Shares or other securities
delivered under this Plan will be subject to such stock transfer
orders, legends and other restrictions as the Committee may deem
necessary or advisable, including restrictions under any
applicable federal, state or foreign securities law, or any
rules, regulations and other requirements of the SEC or any
stock exchange or automated quotation system upon which the
Shares may be listed or quoted.




12. EXCHANGE AND BUYOUT OF
AWARDS


     
The Committee may, at any time or from time to
time and subject to compliance with all applicable laws and
regulations, authorize the Company, with the consent of the
respective Participants, to issue new Awards in exchange for the
surrender and cancellation of any or all outstanding Awards. The
Committee may at any time and subject to compliance with all
applicable laws and regulations buy from a Participant an Award
previously granted with payment in cash, Shares or other
consideration, based on such terms and conditions as the
Committee and the Participant may agree.




13. SECURITIES LAW AND OTHER REGULATORY
COMPLIANCE


     
An Award will not be effective unless such Award
is in compliance with all applicable federal and state
securities laws, rules and regulations of any governmental body,
and the requirements of any stock exchange or automated
quotation system upon which the Shares may then be listed or
quoted, as they are in effect on the date of grant of the Award
and also on the date of exercise or other issuance.
Notwithstanding any other provision in this Plan, the Company
will have no obligation to issue or deliver certificates for
Shares under this Plan prior to: (a) obtaining any
approvals from governmental agencies that the Company determines
are necessary or advisable; and/or (b) completion of any
registration or other qualification of such Shares under any
state or federal law or ruling of any governmental body that the
Company determines to be necessary or advisable. The Company
will be under no obligation to register the Shares with the SEC
or to effect compliance with the registration, qualification or
listing requirements of any state securities laws, stock
exchange or automated quotation system, and the Company will
have no liability for any inability or failure to do so.




14. NO OBLIGATION TO EMPLOY


     
Nothing in this Plan or any Award granted under
this Plan will confer or be deemed to confer on any Participant
any right to continue in the employ of, or to continue any other
relationship with, the Company or any Parent or Subsidiary of
the Company or limit in any way the right of the Company or any
Parent or









8








 




Subsidiary of the Company to terminate
Participant’s employment or other relationship at any time,
with or without cause.





15. CORPORATE TRANSACTIONS



15.1 Assumption or Replacement of Awards
by Successor


     
Except for automatic grants to Outside Directors
pursuant to Section 7 hereof, in the event of (a) a
dissolution or liquidation of the Company, (b) a merger or
consolidation in which the Company is not the surviving
corporation (other than a merger or consolidation with a
wholly-owned subsidiary, a reincorporation of the Company in a
different jurisdiction, or other transaction in which there is
no substantial change in the shareholders of the Company or
their relative share holdings and the Awards granted under this
Plan are assumed, converted or replaced by the successor
corporation, which assumption will be binding on all
Participants), (c) a merger in which the Company is the
surviving corporation but after which the shareholders of the
Company immediately prior to such merger (other than any
shareholder that merges, or which owns or controls another
corporation that merges, with the Company in such merger) cease
to own their shares or other equity interest in the Company,
(d) the sale of substantially all of the assets of the
Company, or (e) the acquisition, sale, or transfer of more
than 50% of the outstanding shares of the Company by tender
offer or similar transaction (each, a “CORPORATE
TRANSACTION”), each Option which is at the time outstanding
under this Plan shall automatically accelerate so that each such
Option shall, immediately prior to the specified effective date
for the Corporate Transaction, become fully exercisable with
respect to the total number of Shares at the time subject to
such Option and may be exercised for all or any portion of such
Shares. However, subject to the specific terms of a
Participant’s Award Agreement, an outstanding Option under
this Plan shall not so accelerate if and to the extent:
(i) such Option is, in connection with the Corporate
Transaction, either to be assumed by the successor corporation
or parent thereof or to be replaced with a comparable Option to
purchase shares of the capital stock of the successor
corporation or parent thereof, (ii) such Option is to be
replaced with a cash incentive program of the successor
corporation which preserves the Option spread existing at the
time of the Corporate Transaction and provides for subsequent
payout in accordance with the same vesting schedule applicable
to such Option or (iii) the acceleration of such Option is
subject to other limitations imposed by the Committee at the
time of the Option grant. The determination of Option
comparability under clause (i) above shall be made by the
Committee, and its determination shall be final, binding and
conclusive.




15.2 Other Treatment of Awards


     
Subject to any greater rights granted to
Participants under the foregoing provisions of this
Section 15 or other specific terms of a Participant’s
Award Agreement, in the event of the occurrence of any Corporate
Transaction described in Section 15.1, any outstanding
Awards will be treated as provided in the applicable agreement
or plan of merger, consolidation, dissolution, liquidation, or
sale of assets.




15.3 Assumption of Awards by the
Company


     
The Company, from time to time, also may
substitute or assume outstanding awards granted by another
company, whether in connection with an acquisition of such other
company or otherwise, by either; (a) granting an Award
under this Plan in substitution of such other company’s
award; or (b) assuming such award as if it had been granted
under this Plan if the terms of such assumed award could be
applied to an Award granted under this Plan. Such substitution
or assumption will be permissible if the holder of the
substituted or assumed award would have been eligible to be
granted an Award under this Plan if the other company had
applied the rules of this Plan to such grant. In the event the
Company assumes an award granted by another company, the terms
and conditions of such award will remain unchanged (except that
the Exercise Price and the number and nature of Shares issuable
upon exercise of any such Option will be adjusted appropriately
pursuant to Section 424(a) of the Code). In the event the
Company elects to grant a new Option rather than assuming an
existing Option, such new Option may be granted with a similarly
adjusted Exercise Price.




16. ADOPTION AND SHAREHOLDER
APPROVAL


     
This Plan will become effective on the date on
which the Board adopts the Plan (the “EFFECTIVE
DATE”). This Plan shall be approved by the shareholders of
the Company (excluding Shares issued pursuant to









9








 




this Plan), consistent with applicable laws,
within twelve (12) months before or after the date this
Plan is adopted by the Board. Upon the Effective Date, the
Committee may grant Awards pursuant to this Plan; provided,
however, that: (a) no Option may be exercised prior to
initial shareholder approval of this Plan; (b) no Option
granted pursuant to an increase in the number of Shares subject
to this Plan approved by the Board will be exercised prior to
the time such increase has been approved by the shareholders of
the Company; (c) in the event that initial shareholder
approval is not obtained within the time period provided herein,
all Awards granted hereunder shall be cancelled; and (d) in
the event that shareholder approval of such increase is not
obtained within the time period provided herein, all Awards
granted pursuant to such increase will be cancelled.





17. TERM OF PLAN/ GOVERNING LAW


     
Unless earlier terminated as provided herein,
this Plan will terminate ten (10) years from the date this
Plan is adopted by the Board or, if earlier, the date of
shareholder approval. This Plan and all agreements thereunder
shall be governed by and construed in accordance with the laws
of the State of California.




18. AMENDMENT OR TERMINATION OF
PLAN


     
The Board has complete and exclusive power and
authority to amend or modify the Plan (or any component thereof)
in any or all respects whatsoever. However, (i) no such
amendment or modification shall adversely affect rights and
obligations with respect to Options at the time outstanding
under the Plan, unless the Participant consents to such
amendment, and (ii) the automatic grants to Outside
Directors pursuant to Section 7 may not be amended at
intervals more frequently than once every six (6) months,
other than to the extent necessary to comply with applicable
U.S. income tax laws and regulations. In addition, the
Board may not, without the approval of the Company’s
shareholders, amend the Plan to (i) materially increase the
maximum number of Shares issuable under the Plan or the number
of Shares for which Options may be granted per newly-elected or
continuing Outside Director or the maximum number of Shares for
which any one individual participating in the Plan may be
granted Options, (ii) materially modify the eligibility
requirements for plan participation or (iii) materially
increase the benefits accruing to Participants. The Board may at
any time terminate or amend this Plan in any respect, including
without limitation amendment of any form of Award Agreement or
instrument to be executed pursuant to this Plan; provided,
however, that the Board will not, without the approval of the
shareholders of the Company, amend this Plan in any manner that
requires such shareholder approval.




19. NONEXCLUSIVITY OF THE PLAN


     
Neither the adoption of this Plan by the Board,
the submission of this Plan to the shareholders of the Company
for approval, nor any provision of this Plan will be construed
as creating any limitations on the power of the Board to adopt
such additional compensation arrangements as it may deem
desirable, including, without limitation, the granting of stock
options and bonuses otherwise than under this Plan, and such
arrangements may be either generally applicable or applicable
only in specific cases.




20. STOCK BONUSES


     
A Stock Bonus is a grant of Shares by the Company
to an individual who has satisfied the terms and conditions set
by the Committee on the making of such grant. The Committee will
determine to whom a grant may be made, the number of Shares that
may be granted, the restrictions to the making of such grant,
and all other terms and conditions of the Stock Bonus. The
conditions to grant may be based upon completion of a specified
number of years of service with the Company or upon completion
of the performance goals as set out by the Committee. Grants of
Stock Bonuses may vary from Participant to Participant and
between groups of Participants. Prior to the grant of a Stock
Bonus, the Committee shall: (a) determine the nature,
length and starting date of any Performance Period that may be a
condition precedent to grant of a Stock Bonus; (b) select
from among the Performance Factors to be used to measure
performance goals, if any; and (c) determine the number of
Shares that may be awarded to the Participant. Prior to the
grant of any Stock Bonus, the Committee shall determine the
extent to which such Stock Bonus has been earned. Performance
Periods may overlap and Participants may participate
simultaneously with respect to Stock Bonuses that are subject to
different Performance Periods and having different performance
goals and other criteria. Participants shall be required to pay
the par value for any Shares issued as a Stock Bonus.









10








 




21. DEFINITIONS.


     
As used in this Plan, the following terms will
have the following meanings:




		
	 	
    “Award”
    means any Options or shares from Stock Bonuses granted under
    this Plan.
    
	 
	 	
    “Award
    Agreement” means, with respect to
    each Award, the signed written agreement between the Company and
    the Participant setting forth the terms and conditions of the
    Award.
    
	 
	 	
    “Board”
    means the Board of Directors of the Company.
    
	 
	 	
    “Cause”
    means (a) the commission of an act of theft, embezzlement,
    fraud, dishonesty, (b) a breach of fiduciary duty to the
    Company or a Parent or Subsidiary of the Company or (c) a
    failure to materially perform the customary duties of the
    employee’s employment.
    
	 
	 	
    “Code”
    means the Internal Revenue Code of 1986, as amended.
    
	 
	 	
    “Committee”
    means the Compensation Committee of the Board.
    
	 
	 	
    “Company”
    means Flextronics International Ltd. or any successor
    corporation.
    
	 
	 	
    “Disability”
    means total and permanent disability as defined in
    Section 22(e)(3) of the Code.
    
	 
	 	
    “Exchange
    Act” means the Securities
    Exchange Act of 1934, as amended.
    
	 
	 	
    “Exercise
    Price” means the price at which a
    holder of an Option may purchase the Shares issuable upon
    exercise of the Option.
    
	 
	 	
    “Fair Market
    Value” means, as of any date, the
    value of the Shares determined as follows:
    





			
	 	(a)      	
    if such Shares are then quoted on the Nasdaq
    National Market, the closing price of such Shares on the Nasdaq
    National Market on the date of determination as reported in The
    Wall Street Journal;
    
	 
	 	(b)     	
    if such Shares are publicly traded and are then
    listed on a national securities exchange, the closing price of
    such Shares on the date of determination on the principal
    national securities exchange on which the Shares are listed or
    admitted to trading as reported in The Wall Street Journal;
    
	 
	 	(c)      	
    if such Shares are publicly traded but are not
    quoted on the Nasdaq National Market nor listed or admitted to
    trading on a national securities exchange, the average of the
    closing bid and asked prices on the date of determination as
    reported in The Wall Street Journal; or
    
	 
	 	(d)      	
    if none of the foregoing is applicable, by the
    Committee in good faith.
    





		
	 	
    “Family Member”
    includes any of the following:
    





			
	 	(a)      	
    child, stepchild, grandchild, parent, stepparent,
    grandparent, spouse, former spouse, sibling, niece, nephew,
    mother-in-law, father-in-law, son-in-law, daughter-in-law,
    brother-in-law, or sister-in-law of the Participant, including
    any such person with such relationship to the Participant by
    adoption;
    
	 
	 	(b)     	
    any person (other than a tenant or employee)
    sharing the Participant’s household;
    
	 
	 	(c)      	
    a trust in which the persons in (a) and
    (b) have more than fifty percent of the beneficial interest;
    
	 
	 	(d)      	
    a foundation in which the persons in (a) and
    (b) or the Participant control the management of assets; or
    





			
	 	(e)      	
    any other entity in which the persons in
    (a) and (b) or the Participant own more than fifty
    percent of the voting interest.
    





		
	 	
    “Hostile
    Take-Over” means a change in
    ownership of the Company effected through the following
    transaction:
    





			
	 	(a)      	
    the direct or indirect acquisition by any person
    or related group of persons (other than the Company or a person
    that directly or indirectly controls, is controlled by, or is
    under common control with, the Company) of beneficial ownership
    (within the meaning of Rule 13d-3 of the Exchange Act) of
    securities possessing more than fifty percent (50%) of the total
    combined voting power of
    










11








 


			
	 		
    the Company’s outstanding securities pursuant to
    a tender or exchange offer made directly to the Company’s
    shareholders which the Board does not recommend such
    shareholders to accept, and
    
	 
	 	(b)     	
    the acceptance of more than fifty percent (50%)
    of the securities so acquired in such tender or exchange offer
    from holders other than Insiders.
    





		
	 	
    “Insider”
    means an officer or director of the Company or any other person
    whose transactions in the Company’s Shares are subject to
    Section 16 of the Exchange Act.
    
	 
	 	
    “Option”
    means an award of an option to purchase Shares pursuant to
    Sections 5 and 7.
    
	 
	 	
    “Outside
    Director” means a member of the
    Board who is not an employee of the Company or any Parent or
    Subsidiary.
    
	 
	 	
    “Parent”
    means any corporation (other than the Company) in an unbroken
    chain of corporations ending with the Company if each of such
    corporations other than the Company owns stock possessing more
    than 50% of the total combined voting power of all classes of
    stock in one of the other corporations in such chain.
    
	 
	 	
    “Participant”
    means a person who receives an Award under this Plan.
    
	 
	 	
    “Performance
    Factors” means the factors
    selected by the Committee from among the following measures to
    determine whether the performance goals established by the
    Committee and applicable to Awards have been satisfied:
    





			
	 	(a)	
    Net revenue and/or net revenue growth;
    
	 
	 	(b)	
    Earnings before income taxes and amortization
    and/or earnings before income taxes and amortization growth;
    
	 
	 	(c)	
    Operating income and/or operating income growth;
    
	 
	 	(d)	
    Net income and/or net income growth;
    
	 
	 	(e)	
    Earnings per share and/or earnings per share
    growth;
    
	 
	 	(f)	
    Total stockholder return and/or total stockholder
    return growth;
    
	 
	 	(g)	
    Return on equity;
    
	 
	 	(h)	
    Operating cash flow return on income;
    
	 
	 	(i)	
    Adjusted operating cash flow return on income;
    
	 
	 	(j)	
    Economic value added; and
    
	 
	 	(k)	
    Individual confidential business objectives.
    





		
	 	
    “Performance
    Period” means the period of
    service determined by the Committee, not to exceed five years,
    during which years of service or performance is to be measured
    for Awards.
    
	 
	 	
    “Plan”
    means this Flextronics International Ltd. 2001 Equity Incentive
    Plan, as amended from time to time.
    
	 
	 	
    “SEC”
    means the Securities and Exchange Commission.
    
	 
	 	
    “Securities
    Act” means the Securities Act of
    1933, as amended.
    
	 
	 	
    “Shares”
    means ordinary shares of par value S$0.01 each in the capital of
    the Company reserved for issuance under this Plan, as adjusted
    pursuant to Sections 2 and 15, and any successor
    security.
    
	 
	 	
    “Stock
    Bonus” means an award of Shares
    pursuant to Section 20.
    
	 
	 	
    “Subsidiary”
    means any corporation (other than the Company) in an unbroken
    chain of corporations beginning with the Company if each of the
    corporations other than the last corporation in the unbroken
    chain owns stock possessing more than 50% of the total combined
    voting power of all classes of stock in one of the other
    corporations in such chain.
    










12








 




		
	 	
    “Take-Over
    Price” means the greater of
    (a) the Fair Market Value per Share on the date the
    particular Option to purchase Shares is surrendered to the
    Company in connection with a Hostile Take-Over or (b) the
    highest reported price per Share paid by the tender offeror in
    effecting such Hostile Take-Over. However, if the surrendered
    Option is an ISO, the Take-Over Price shall not exceed the
    clause (a) price per Share.
    
	 
	 	
    “Termination”
    or “Terminated”
    means, for purposes of this Plan with respect to a Participant,
    that the Participant has for any reason ceased to provide
    services as an employee, officer or director to the Company or a
    Parent or Subsidiary of the Company. An employee will not be
    deemed to have ceased to provide services in the case of
    (i) sick leave, (ii) military leave, or (iii) any
    other leave of absence approved by the Committee, provided, that
    such leave is for a period of not more than 90 days, unless
    reemployment upon the expiration of such leave is guaranteed by
    contract or statute or unless provided otherwise pursuant to
    formal policy adopted from time to time by the Company and
    issued and promulgated to employees in writing. In the case of
    any employee on an approved leave of absence, the Committee may
    make such provisions respecting suspension of vesting of the
    Award while on leave from the employ of the Company or a
    Subsidiary as it may deem appropriate, except that in no event
    may an Option be exercised after the expiration of the term set
    forth in the Stock Option Agreement. The Committee will have
    sole discretion to determine whether a Participant has ceased to
    provide services and the effective date on which the Participant
    ceased to provide services (the “Termination
    Date”).
    










13








 





No. ___



FLEXTRONICS INTERNATIONAL LTD.

NOTICE OF GRANT OF STOCK OPTION

2001 EQUITY INCENTIVE PLAN




     This Notice of Grant of Stock Option (the “Notice”) is made and entered
into as of the date of grant set forth below (the “Date of Grant”) by and
between Flextronics International Ltd., a Singapore corporation (the
"Company”), and the participant named below (the “Participant”). Capitalized
terms not defined herein shall have the meaning ascribed to them in the
Company’s 2001 Equity Incentive Plan (the “Plan”) and Share Option Agreement.



	 	 	 
	Participant:
	 	 
	Total Option Shares:
	 	 
	Exercise Price Per Share:
	 	 
	Date of Grant:
	 	 
	First Vesting Date:
	 	 
	Expiration Date:
	 	 
	Type of Stock Option:

	 	Nonqualified Stock Option
	Exercisability:

	 	Exercisable as Vest
	Vesting Schedule:

	 	Provided Participant continues to provide
services to the Company or to any Parent or
Subsidiary of the Company, the shares issuable
upon exercise of this Option will become vested
with respect to twenty-five percent (25%) of the
Total Option Shares on the First Vesting Date
set forth above and thereafter on the same date
of each succeeding month after the First Vesting
Date with respect to the balance of the Total
Option Shares in a series of thirty-six (36)
equal and successive monthly installments until
vested with respect to one hundred percent
(100%) of the Total Option Shares.







     Participant understands and agrees that this Option is granted subject to
and in accordance with the express terms and conditions of the Plan.
Participant further agrees to be bound by the terms and conditions of the Plan
and the terms and conditions of the Share Option Agreement referred to as
Exhibit A. Participant also acknowledges receipt of a copy of the official
prospectus for the Plan referred to as Exhibit B. Exhibits A and Exhibit B are
available on the Corporate website at
http://home.flextronics.com/options/reference.asp and Participant hereby agrees
that said Exhibits are deemed delivered to Participant. The Exhibits are also
available at the offices of the Company.



	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	FLEXTRONICS INTERNATIONAL LTD.	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	

	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	

	 	 	PARTICIPANT SIGNATURE	 	DATE







 









 








EXHIBIT A



No.     



FLEXTRONICS INTERNATIONAL LTD.

2001 EQUITY INCENTIVE PLAN

SHARE OPTION AGREEMENT




          1. Grant of Option. Flextronics International Ltd. (the “Company”) hereby
grants to Participant an option (this “Option”) to purchase the total number of
shares of Ordinary Shares of the Company set forth in the Notice of Grant of
Stock Option (the “Notice”) as Total Option Shares (the “Shares”) at the
Exercise Price Per Share set forth in the Notice (the “Exercise Price”),
subject to all of the terms and conditions of this Agreement, the Notice and
the 2001 Equity Incentive Plan (the “Plan”). If designated as an Incentive
Stock Option set forth in the Notice, the Option is intended to qualify as an
“incentive stock option” (the “ISO”) within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”). Capitalized terms not
defined herein shall have the meaning ascribed to them in the Plan.



          2. Vesting; Exercise Period.



               2.1 Vesting of Right to Exercise Option. This Option shall be exercisable
as indicated in the Notice. Subject to the terms and conditions of the Plan,
the Notice and this Agreement, this Option shall vest and become exercisable as
to portions of the Shares pursuant to the Vesting Schedule specified in the
Notice. If application of the vesting percentage causes a fractional share,
such share shall be rounded down to the nearest whole share for each month
except for the last month in such vesting period, at the end of which last
month this Option shall become vested for the full remainder of the Shares.
This Option shall cease to vest upon Participant’s Termination and Participant
shall in no event be entitled under this Option to purchase a number of shares
of the Company’s Common Stock greater than the Total Option Shares as set forth
in the Notice.



               2.2 Expiration. This Option shall expire on the Expiration Date set forth
in the Notice and must be exercised, if at all, on or before the earlier of the
Expiration Date or the date on which this Option is earlier terminated in
accordance with the provisions of Section 3. Provided that, in the event that
this Option is assigned with respect to any Shares to a financial institution
in accordance with Section 7, then the Option insofar as it relates to the
Shares so assigned shall expire at the close of business on the third trading
day after the date of such assignment.



          3. Termination.



               3.1 Termination for Any Reason Except Death, Disability or Cause. If
Participant is Terminated for any reason except Participant’s death, Disability
or Cause, then this Option, to the extent (and only to the extent) that it is
vested in accordance with the schedule set forth in the Notice on the
Termination Date, may be exercised by the Participant no later than three (3)
months after the Termination Date, but in any event no later than the
Expiration Date.



               3.2 Termination Because of Death or Disability. If Participant is
Terminated because of death or Disability of Participant (or the Participant
dies within three (3) months after Termination other than for Cause or because
of Disability), then this Option, to the extent that it is vested in accordance
with the schedule set forth in the Notice on the Termination Date, may be
exercised by Participant (or Participant’s legal representative or authorized
assignee) no later than twelve (12) months after the Termination Date, but in
any event no later than the Expiration Date. Any exercise after three months
after the Termination Date when the Termination is for any reason other than
Participant’s death or disability, within the meaning of Code Section 22(e)(3),
shall be deemed to be the exercise of a nonqualified stock option.



               3.3 Termination for Cause. If Participant is Terminated for Cause, this
Option will expire on the Participant’s Termination Date.



 









 






               3.4 No Obligation to Employ. Nothing in the Plan or this Agreement shall
confer on Participant any right to continue in the employ of, or other
relationship with, the Company or any Parent or Subsidiary of the Company, or
limit in any way the right of the Company or any Parent or Subsidiary of the
Company to terminate Participant’s employment or other relationship at any
time, with or without cause.



          4. Manner of Exercise.



               4.1 Share Option Exercise Agreement. To exercise this Option, Participant
(or any assignee of Participant permitted under this Option, or in the case of
exercise after Participant’s death, Participant’s executor, administrator, heir
or legatee, as the case may be) must deliver to the Company an executed share
option exercise agreement in the form attached hereto as Exhibit A, or in such
other form as may be approved by the Company from time to time (the “Exercise
Agreement”), which shall set forth, inter alia, Participant’s election to
exercise this Option, the number of Shares being purchased, any restrictions
imposed on the Shares and any representations, warranties and agreements
regarding Participant’s investment intent and access to information as may be
required by the Company to comply with applicable securities laws. If someone
other than Participant exercises this Option, then such person must submit
documentation reasonably acceptable to the Company that such person has the
right to exercise this Option.



               4.2 Limitations on Exercise. This Option may not be exercised unless such
exercise is in compliance with all applicable federal and state securities
laws, as they are in effect on the date of exercise. This Option may not be
exercised as to fewer than 100 Shares unless it is exercised as to all Shares
as to which this Option is then exercisable.



               4.3 Payment. The Exercise Agreement shall be accompanied by full payment
of the Exercise Price for the Shares being purchased in cash (by check), or
where permitted by law:





	 	(a)	 	by cancellation of indebtedness of the Company to the
Participant;
	 
	 	(b)	 	by waiver of compensation due or accrued to Participant for
services rendered;
	 
	 	(c)	 	provided that a public market for the Company’s stock exists:
(1) through a “same day sale” commitment from Participant and a
broker-dealer that is a member of the National Association of
Securities Dealers (an “NASD Dealer”) whereby Participant irrevocably
elects to exercise this Option and to sell a portion of the Shares so
purchased to pay for the Exercise Price and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the
exercise price directly to the Company; or (2) through a “margin”
commitment from Participant and an NASD Dealer whereby Participant
irrevocably elects to exercise this Option and to pledge the Shares so
purchased to the NASD Dealer in a margin account as security for a
loan from the NASD Dealer in the amount of the Exercise Price, and
whereby the NASD Dealer irrevocably commits upon receipt of such
Shares to forward the Exercise Price directly to the Company; or
	 
	 	(d)	 	by any combination of the foregoing.





               4.4 Tax Withholding. Prior to the issuance of the Shares upon exercise of
this Option, Participant must pay or provide for any applicable federal or
state withholding obligations of the Company. If the Committee permits, and
subject to compliance with all applicable laws and regulations, Participant may
provide for payment of withholding taxes upon exercise of this Option by
requesting that the Company withhold from the Shares to be issued that number
of Shares with a Fair Market Value equal to the minimum amount of taxes
required to be withheld. In such case, the Company shall only issue the net
number of Shares to the Participant by deducting the Shares withheld from the
Shares issuable upon exercise.



               4.5 Issuance of Shares. Provided that the Exercise Agreement and payment
are in form and substance satisfactory to counsel for the Company, the Company
shall issue the Shares registered in the



2









 







name of Participant, Participant’s authorized assignee, or Participant’s legal
representative, and shall deliver certificates representing the Shares with the
appropriate legends affixed thereto.



          5. Notice of Disqualifying Disposition of ISO Shares. If this Option is
an ISO, and if Participant sells or otherwise disposes of any of the Shares
acquired pursuant to the ISO on or before the later of (a) the date two (2)
years after the Date of Grant, and (b) the date one (1) year after allotment of
such Shares to Participant upon exercise of this Option, then Participant shall
immediately notify the Company in writing of such disposition. Participant
agrees that Participant may be subject to income tax withholding by the Company
on the compensation income recognized by Participant from the early disposition
by payment in cash or out of the current wages or other compensation payable to
Participant.



          6. Compliance with Laws and Regulations. The exercise of this Option and
the issuance and allotment of Shares shall be subject to compliance by the
Company and Participant with all applicable requirements of federal and state
securities laws and with all applicable requirements of any stock exchange on
which the Company’s Shares may be listed at the time of such issuance or
allotment. Participant understands that the Company is under no obligation to
register or qualify the Shares with the Securities and Exchange Commission, any
state securities commission or any stock exchange to effect such compliance.



          7. Nontransferability of Option. Except as set forth in Section 9.1 of
the Plan, this Option may not be transferred in any manner other than by will
or by the laws of descent and distribution and may be exercised during the
lifetime of Participant only by Participant. In the event that the Participant
assigns this Option (but only with respect to the Shares for which the Option
is then exercisable pursuant to Section 2.1) to a financial institution outside
the United States and Singapore approved by the Company, the Participant shall
upon such assignment deliver to the Company a Notice of Assignment in the form
of Exhibit B hereto, upon receipt of which the Company may issue to the
Participant a letter confirming the balance number (if any) of the Shares
comprised in this Option following such assignment. The terms of this Option
shall be binding upon the executors, administrators, successors and assigns of
Participant.



          8. Tax Consequences. Set forth below is a brief summary as of the
Effective Date of the Plan of some of the federal and California tax
consequences of exercise of the Option and disposition of the Shares. THIS
SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE
SUBJECT TO CHANGE. PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING
THE OPTION OR DISPOSING OF THE SHARES.



               8.1 Exercise of ISO. If the Option qualifies as an ISO, there will be no
regular federal or California income tax liability upon the exercise of the
Option, although the excess, if any, of the Fair Market Value of the Shares on
the date of exercise over the Exercise Price will be treated as a tax
preference item for federal alternative minimum tax purposes and may subject
the Participant to the alternative minimum tax in the year of exercise.



               8.2 Exercise of Nonqualified Share Option. If the Option does not
qualify as an ISO, there may be a regular federal and California income tax
liability upon the exercise of the Option. Participant will be treated as
having received compensation income (taxable at ordinary income tax rates)
equal to the excess, if any, of the Fair Market Value of the Shares on the
date of exercise over the Exercise Price. If Participant is a current or
former employee of the Company, the Company may be required to withhold from
Participant’s compensation or collect from Participant and pay to the
applicable taxing authorities an amount equal to a percentage of this
compensation income at the time of exercise.



               8.3 Disposition of Shares. The following tax consequences may apply upon
disposition of the Shares.



                    (a) Incentive Share Options. If the Shares are held for more than twelve
(12) months after the date of the allotment of the Shares pursuant to the
exercise of an ISO and are disposed of more than two (2) years after the Date
of Grant, any gain realized on disposition of the Shares will be treated as
long term



3









 







capital gain for federal and California income tax purposes. If Shares
allotted under an ISO are disposed of within the applicable one (1) year or two
(2) year period, any gain realized on such disposition will be treated as
compensation income (taxable at ordinary income rates) to the extent of the
excess, if any, of the Fair Market Value of the Shares on the date of exercise
over the Exercise Price.



                    (b) Nonqualified Share Options. If the Shares are held for more than
twelve (12) months after the date of the transfer of the Shares pursuant to the
exercise of an NQSO, any gain realized on disposition of the Shares will be
treated as long-term capital gain.



                    (c) Withholding. The Company may be required to withhold from the
Participant’s compensation or collect from the Participant and pay to the
applicable taxing authorities an amount equal to a percentage of this
compensation income.



          9. Privileges of Share Ownership. Participant shall not have any of the
rights of a shareholder with respect to any Shares until Participant exercises
this Option and pays the Exercise Price.



          10. Interpretation. Any dispute regarding the interpretation of this
Agreement shall be submitted by Participant or the Company to the Committee for
review. The resolution of such a dispute by the Committee shall be final and
binding on the Company and Participant.



          11. Entire Agreement. The Plan is incorporated herein by reference. This
Agreement, the Notice, the Plan and the Exercise Agreement constitute the
entire agreement and understanding of the parties hereto with respect to the
subject matter hereof and supersede all prior understandings and agreements
with respect to such subject matter.



          12. Notices. Any notice required to be given or delivered to the Company
under the terms of this Agreement shall be in writing and addressed to the
Corporate Treasurer of the Company at its principal corporate offices at 2090
Fortune Drive, San Jose, California 95131. Any notice required to be given or
delivered to Participant shall be in writing and addressed to Participant at
the address indicated above or to such other address as such party may
designate in writing from time to time to the Company. All notices shall be
deemed to have been given or delivered upon: personal delivery; three (3) days
after deposit in the United States mail by certified or registered mail (return
receipt requested); one (1) business day after deposit with any return receipt
express courier (prepaid); or one (1) business day after transmission by
rapifax or telecopier.



          13. Successors and Assigns. The Company may assign any of its rights
under this Agreement. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer set forth herein, this Agreement shall be binding upon
Participant and Participant’s heirs, executors, administrators, legal
representatives, successors and assigns.



          14. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.



          15. Acceptance. Participant hereby acknowledges receipt of a copy of the
Plan and this Agreement. Participant has read and understands the terms and
provisions thereof, and accepts this Option subject to all the terms and
conditions of the Plan and this Agreement. Participant acknowledges that there
may be adverse tax consequences upon exercise of this Option or disposition of
the Shares and that the Company has advised Participant to consult a tax
advisor prior to such exercise or disposition.



4









 





     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
in duplicate by its duly authorized representative and Participant has executed
this Agreement in duplicate as of the Date of Grant.



	 	 	 
	FLEXTRONICS INTERNATIONAL LTD.

	 	PARTICIPANT
	 
	 	 
	By:
	 	 
	


	 	

	

	 	(Signature)
	 
	 	 
	

(Please print name)

	 	

(Please print name)
	 
	 	 
	

(Please print title)
	 	 







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Exhibit A




FLEXTRONICS INTERNATIONAL LTD.

2001 EQUITY INCENTIVE PLAN (the "Plan")

SHARE OPTION EXERCISE AGREEMENT



I hereby elect to purchase the number of Ordinary Shares of Flextronics
International Ltd. (the “Company”) as set forth below:






		
	Participant (and/or assignee): 	
 








		
	Social Security Number: 	
 








		
	Address: 	
 








		
	Type of Option: 	o Incentive Option

o Nonqualified Option







		
	Number of Shares Purchased: 	
 








		
	Purchase Price per Share: 	
 








		
	Aggregate Purchase Price: 	
 








		
	Date of Option Agreement: 	
 








		
	Exact Name of Title to Shares: 	
 





1. Delivery of Purchase Price. Participant (and/or assignee) hereby delivers
to the Company the Aggregate Purchase Price, to the extent permitted in the
Notice of Grant of Stock Option (the “Notice”) and the Share Option Agreement
(the “Option Agreement”), as follows (check as applicable and complete):






	 	o	 	in cash (by check) in the amount of $          
, receipt of which is acknowledged by the Company;
	 
	 	o	 	by cancellation of indebtedness of the Company to Participant in the amount of $   
       ;
	 
	 	o	 	by the waiver hereby of compensation due or accrued to
Participant for services rendered in the amount of $          ;
	 
	 	o	 	through a “same-day-sale” commitment, delivered herewith,
from Participant and the NASD Dealer named therein, in the amount of
$          ; or
	 
	 	o	 	through a “margin” commitment, delivered herewith from
Participant and the NASD Dealer named therein, in the amount of
$          .




2. Market Standoff Agreement. Participant (and/or assignee), if requested by
the Company and an underwriter of Ordinary Shares (or other securities) of the
Company, agrees not to sell or otherwise transfer or dispose of any Ordinary
Shares (or other securities) of the Company held by Participant (and/or
assignee) during the period requested by the managing underwriter following the
effective date of a registration statement of the Company filed under the
Securities Act, provided that all officers and directors of the Company are
required to enter into similar agreements. Such agreement shall be in writing
in a form satisfactory to the Company and such underwriter. The Company may
impose stop-transfer instructions with respect to the Ordinary Shares (or other
securities) subject to the foregoing restriction until the end of such period.



3. Tax Consequences. PARTICIPANT UNDERSTANDS THAT PARTICIPANT (AND/OR
ASSIGNEE) MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PARTICIPANT’S
(AND/OR ASSIGNEE’S) PURCHASE OR DISPOSITION OF THE ORDINARY SHARES.
PARTICIPANT (AND/OR ASSIGNEE) REPRESENTS THAT PARTICIPANT (AND/OR ASSIGNEE) HAS
CONSULTED WITH ANY TAX CONSULTANT(S) PARTICIPANT (AND/OR ASSIGNEE) DEEMS
ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND THAT
PARTICIPANT (AND/OR ASSIGNEE) IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.



4. Entire Agreement. The Plan, the Notice and the Option Agreement are
incorporated herein by reference. This Exercise Agreement, the Plan, the
Notice and the Option Agreement constitute the entire agreement and
understanding of the parties and supersede in their entirety all prior
understandings and agreements of the Company and Participant with respect to
the subject matter hereof, and are governed by California law except for that
body of law pertaining to choice of law or conflict of law.




	 	 	 
	Date:
	 	 
	


	 	

	

	 	Signature of Participant (and/or assignee)















 





EXHIBIT B




NOTICE OF ASSIGNMENT

(To be signed Only Upon Assignment of Option)




Flextronics International Ltd.

One Marina Boulevard, #28-00

Singapore 018989


     The undersigned, the holder of an option (the “Option”) to purchase an
aggregate of              ordinary shares of S$0.01 each (“Option Shares”)
in the capital of Flextronics International Ltd. (the “Company”) pursuant to a
Share Option Agreement dated              and entered into between the
undersigned and the Company, hereby gives the Company notice that the
undersigned has by an assignment dated
             (the “Assignment”)
assigned absolutely to
            
of              (the
“Assignee”), the option to subscribe for an aggregate of             
Option Shares comprised in the Option (the “Assigned Option”).



     The undersigned hereby certifies that, unless the Assignment is being
effected pursuant to an effective registration statement under the Securities
Act, it is being effected in accordance with Rule 904 or Rule 144 under the
Securities Act and with all applicable securities laws of the states of the
United States and other jurisdictions. Accordingly, the undersigned hereby
further certifies as follows:



     (1) Rule 904 Transfers. If the transfer is being effected in
accordance with Rule 904:



          (A) the undersigned is not a distributor of the Assigned Option, an
affiliate of the Company or any such distributor or a person acting on behalf
of any of the foregoing;



          (B) the Assignment is not made to a person in the United States;



          (C) at the time the buy order was originated, the Assignee was outside the
United States or the undersigned and any person acting on his or her behalf
reasonably believed that the Assignee was outside the United States;



          (D) no directed selling efforts in contravention of Rule 904(a)(2) have
been made in the United States by or on behalf of the undersigned or any
affiliate thereof;



          (E) if the undersigned is a dealer in securities or has received a selling
concession, fee or other remuneration in respect of the Assignment, and the
transfer is to occur during the first year after the Assignment, then the
requirements of Rule 904(b)(1) have been satisfied; and



          (F) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act.



     (2) Rule 144 Transfers. If the transfer is being effected pursuant to
Rule 144, the transfer is occurring:



          (A) after a holding period of at least one year (computed in accordance
with paragraph (d) of Rule 144) has elapsed since the Assigned Option was last
acquired from the Company or from an affiliate of the Company, whichever is
later, and is being effected in accordance with the applicable amount, manner
of sale and notice requirements of Rule 144; or











 





          (B) after a holding period of at least two years has elapsed since the
Assigned Option was last acquired from the Company or from an affiliate of the
Company, whichever is later, and the undersigned is not, and during the
preceding three months has not been, an affiliate of the Issuer.


Please check one (1) of the following:






	 	o	 	The transfer is being effected in accordance with Rule 904 (Regulation S under the Securities Act).
	 
	 	o	 	The transfer is being effected pursuant to Rule 144.







		
	Dated: 	
 










(Print name)







Signature




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