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Mr. Paul
Read
Chief Financial Officer
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 performed in
the future as an employee of the Company (the “Deferred
Bonus”). The amount of your Deferred Bonus will be
$2,000,000. Your Deferred Bonus will not be paid currently to you.
Instead, the Deferred Bonus will be credited to the account (the
“Deferral Account”) established on your behalf under
the Flextronics International USA, Inc. Third Amended and Restated
2005 Senior Executive Deferred Compensation Plan, as may be amended
from time to time (the “Deferred Compensation Plan”).
Capitalized terms not defined in this letter shall have the same
meanings that they have under the Deferred Compensation
Plan.
Your Deferral
Account will be payable to you on the date(s) following your
Separation from Service with the Company that are specified in your
Deferral Agreement entered into pursuant to the Deferred
Compensation Plan. This agreement will constitute the Award
Agreement referred to in Section 3 of your Deferral
Agreement.
The Deferral
Account will vest as follows: ten percent (10%) will vest on
January 1, 2010; an additional fifteen percent (15%) will vest
on January 1, 2011; an additional 20 percent (20%) will
vest on January 1, 2012; an additional twenty-five percent
(25%) will vest on January 1, 2013; and an additional thirty
percent (30%) will vest on January 1, 2014 (the “Vesting
Dates”). Your Deferral Account shall be 100% vested upon a
Change of Control.
The Deferral
Account will be deemed invested in one or more hypothetical
investments as determined by an investment manager selected by you
under the Deferred Compensation Plan. If you are still an employee
of the Company on a Vesting Date, a percentage of the unvested
balance of your Deferral Account will be transferred to a vested
subaccount of your Deferral Account maintained for you under the
Plan. The percentage to be transferred will be the percentage of
the Deferral Account that vests at such time divided by that
percentage of the Deferral Account that has not already vested. For
example, on January 1, 2010, 10% of your Deferral Account will
be transferred to your vested subaccount; on January 1, 2011,
if you are
Paul Read
December 31, 2008
Page 2
still employed
with the Company, 16.67% ( i.e. , 15/90) of the unvested
balance of your Deferral Account will be transferred to your vested
subaccount; and on January&nbs
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