Award Agreement for Deferred Compensation Plan

June 30, 2005

Award Agreement for Deferred Compensation Plan

Dear Paul:

          I am pleased to confirm that Flextronics International USA, Inc. (the “Company”) has agreed to provide you with a deferred long term incentive bonus in return for services to be rendered in the future as an employee of the Company (the “Deferred Bonus”). The Deferred Bonus will equal thirty percent (30%) of your annual base salary in effect on July 1, 2005, and on July 1 ^st of each subsequent year. Thus, on July 1, 2005, subject to the limitations below, and on each subsequent July 1 ^st on which you are eligible to earn the Deferred Bonus, you will earn a Deferred Bonus equal 30% of your annual base salary in effect on that day.

          Before July 1 ^st of each subsequent year, the Company will make a determination, in its sole and absolute discretion, of your eligibility to earn the Deferred Bonus for that July 1 ^st . From time to time, the Company may, in its sole and absolute discretion, make additional contributions to your Deferred Bonus. The Company will make an initial discretionary contribution to your Deferred Bonus of $400,000 on July 1, 2005. The Company reserves the right to amend or terminate the Deferred Bonus at any time for all amounts of the Deferred Bonus that have not been earned on the date of the amendment or termination. If your employment with the Company is terminated for any reason, you will no longer be eligible to earn the Deferred Bonus.

          The Deferred Bonus will not be paid currently to you. Instead, the amount of the Deferred Bonus will be credited to the account (the “Deferral Account”) established on your behalf under the Flextronics International USA, Inc. 2005 Senior Management Deferred Compensation Plan (the “Deferred Compensation Plan”). (This agreement will constitute the Award Agreement referred to in Section 3 of your Deferral Agreement entered into pursuant to the Deferred Compensation Plan.)

          The Deferred Account will vest as follows: One-third of the unvested balance of the Deferral Account will vest on the first July 1 ^st that occurs at least one year after the day that (i) the sum of your age and your years of service with the Company equals or exceeds 60 and (ii) you have fulfilled at least five years of service with the Company (the “First Vesting Day”). One-half of the remaining unvested balance of the Deferral Account will vest one year after the First Vesting Day (the “Second Vesting Day”). Accordingly 2/3 ^rds of the Deferral Account will be vested on the Second Vesting Day (assuming no accelerated vesting has occurred as a result of a Change of Control, as addressed below). The remaining unvested portion of the Deferral Account will vest one year after the Second Vesting Day (the “Third Vesting Day”). Thus, the Deferred Account will be 100% vested on the Third Vesting Day.

          In particular, we understand that, on July 1, 2005 you will be 39 years old and will have 10 years of service with the Company, so that the sum of your age and years of service will be 49. Therefore, if you remain continuously employed with the Company until July 1, 2012, that day will be the first July 1 ^st that occurs at least one year after the day on which your years of service plus your age will equal or exceed 60. Accordingly, that day will be the First Vesting Day, and 1/3 ^rd of the unvested balance of your Deferral Account will vest on that day. One-half of the remaining unvested balance of your Deferral Account will vest on July 1, 2013, i.e., the Second Vesting Day; and the remaining unvested portion of your Deferral Account will vest on July 1, 2014, i.e. , the Third Vesting Day.

          Any amounts of the Deferred Bonus that a