Mr. Sean
P. Burke
Senior Vice President, Computing
Flextronics International USA, Inc.
2090 Fortune Drive
San Jose, California 95131
Award Agreement for Deferred
Compensation Plan
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, 2007, and on
July 1 st
of each subsequent year. Thus, on
July 1, 2007, 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 to 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
November 10, 2006. 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. Amended and Restated 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
Sean P.
Burke
November 10, 2006
Page 2
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, 2007 you will be 45 years old
and will have 1 year of service with the Company, so that the sum
of your age and years of service will be 46. Therefore, if you
remain continuously employed with the Company until July 1,
2015, 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, 2016,
i.e., the Second Vesting Day; and the remaining unvested
portion of your Deferral Account will vest on July 1, 2017,
i.e. , the Third Vesting Day.
Any amounts of the
Deferred Bonus that are earned when any portion of your Deferral
Account has already vested will vest as if they had been earned
before any portion was vested. That is, the percentage of any such
Deferr
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