FLEXTRONICS INTERNATIONAL
LTD.
2002 INTERIM INCENTIVE
PLAN
As Adopted May 6, 2002 and amended through July 13,
2009
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 awards of Options and Share Bonuses.
Capitalized terms not defined in the text are defined in
Section 20.
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 20,000,000 Shares plus
Shares that are subject to: (a) issuance upon exercise of an
Option but cease to be subject to such Option for any reason other
than exercise of such Option; (b) issuance pursuant to a Share
Bonus but cease to be subject to such Share Bonus for any reason
other than issuance pursuant to such Share Bonus; and (c) an
Award that otherwise terminates without Shares being issued. 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.
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 and
(ii) the number and/or class of securities and price per Share
in effect under each Award outstanding under Sections 5 and 6.
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) in the case of an Option granted under Section 5, 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.
3.
ELIGIBILITY . All Awards may be granted to employees,
officers and directors of the Company or any Parent or Subsidiary
of the Company, provided however, that non-executive directors of
the Company shall be eligible for the grant of Awards only to the
extent permitted by, and subject to compliance with, all applicable
laws and regulations. A person may be granted more than one Award
under this Plan. Awards granted to officers and non-employee
directors may not exceed in the aggregate forty-nine percent (49%)
of all Shares that are reserved for grant under this
Plan.
4.1
Committee Authority . This Plan will be administered by the
Committee or by the Board acting as the Committee. 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. The Committee will have the
authority to:
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(a)
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construe and interpret this Plan,
any Award Agreement and any other agreement or document executed
pursuant to this Plan;
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(b)
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prescribe, amend and rescind rules
and regulations relating to this Plan or any Award;
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(c)
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select persons to receive
Awards;
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(d)
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determine the form and terms of
Awards;
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(e)
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determine the number of Shares or
other consideration subject to Awards;
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(f)
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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;
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(g)
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grant waivers of Plan or Award
conditions;
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(h)
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determine the vesting,
exercisability and payment of Awards;
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(i)
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correct any defect, supply any
omission or reconcile any inconsistency in this Plan, any Award or
any Award Agreement;
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(j)
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determine whether an Award has been
earned; and
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(k)
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make all other determinations
necessary or advisable for the administration of this
Plan.
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4.2
Committee Discretion . 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 that are
Nonqualified Stock Options (“ NQSOs ”) to
eligible persons and will determine 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 a NQSO (“ Share 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 Share
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 Share 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 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
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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. 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 7 of this Plan.
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(a)
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Options may be exercised only by
delivery to the Company (or as the Company may direct) of a written
share 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.
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(b)
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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 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.
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(c)
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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.
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5.6
Termination . Notwithstanding the exercise periods set forth
in the Share Option Agreement, exercise of an Option will always be
subject to the following:
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(a)
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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), but in any event no later than the
expiration date of the Options.
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(b)
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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), but in any event no later than the expiration date of
the Options.
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(c)
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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).
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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 the Participant from exercising the Option for the full
number of Shares for which it is then exercisable.
5.8
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.
6.
SHARE BONUSES . The Committee may grant Share Bonuses
and will determine the number of Shares subject to the Share Bonus,
the Purchase Price of the Shares subject to the Share Bonus, and
all other terms and conditions of the Share Bonus, subject to the
following:
6.1
Awards of Share Bonuses . Share Bonuses may be awarded
pursuant to an Award Agreement (the “ Share Bonus
Agreement ”) that will be in such form (which need
not be the same for each Participant) as the Committee will from
time to time approve, and will comply with and be subject to the
terms and conditions of this Plan. Share Bonuses provide the
Participant with the right to receive a specified number of Shares
at the end of a specified vesting period, or periods, not to
exceed, in the case of Participants who are employees of the
Company or any Parent or Subsidiary of the Company, ten
(10) years from the date of grant of the Share Bonus, and, in
the case of Participants who are not employees of the Company or
any Parent or Subsidiary of the Company, five (5) years from
the date of grant of the Share Bonus (“ Vesting
Periods ”) upon receipt of the Purchase Price, and
may provide that such number will be increased, or the right to
receive Shares accelerated, upon the satisfaction of specified
performance goals. Share Bonuses may vary from Participant to
Participant and between groups of Participants, and may be based
upon the achievement of the Company, Parent or Subsidiary and/or
individual performance factors or upon such other criteria as the
Committee may determine.
6.2
Terms of Share Bonuses . The Committee will determine the
number of Shares to be awarded to the Participant pursuant to a
Share Bonus. If the Share Bonus is being earned upon the
satisfaction of
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performance
goals pursuant to a Share Bonus Agreement, then the Committee will:
(a) determine the nature, length and starting date of any
Performance Period for each Share Bonus; (b) determine the
applicable performance goals and Performance Factors, if any;
(c) determine the total number of Shares that may be awarded
to the Participant, (d) determine the number of Shares that
will be issued in each Performance Period and the effect thereon of
the satisfaction of the Performance Factors, including any
provision for acceleration of issuance of Shares, or increase in
the number of such Shares, and (e) determine whether any
payment will be required for the issuance of such Shares other than
satisfaction of the Performance Factors and the payment of the
Purchase Price.
The
Committee shall, as soon as practicable after the end of each
Vesting Period or, as the case may be, Performance Period,
determine the extent to which the Share Bonuses have vested or have
been earned, and shall thereafter procure the allotment and
issuance to the Participant of the Shares to the extent vested
and/or
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