FLEXTRONICS INTERNATIONAL USA, INC. SECOND AMENDED AND RESTATED 2005 SENIOR MANAGEMENT DEFERRED COMPENSATION PLAN

Execution Copy

Exhibit 10.33

FLEXTRONICS INTERNATIONAL USA, INC. SECOND
AMENDED AND RESTATED 2005 SENIOR MANAGEMENT
DEFERRED COMPENSATION PLAN

      1. Purpose .

          Flextronics International USA, Inc. (the “Company”) hereby amends and restates in its entirety the Flextronics International USA, Inc. Second Amended and Restated 2005 Senior Management Deferred Compensation Plan (as amended and restated herein, the “Plan”). The Plan sets forth the terms of an unfunded deferred compensation plan for a select group of management, highly compensated employees, directors and persons who have been part of a select group of management, highly compensated employees or directors of Company who may agree, pursuant to the Deferral Agreements, to defer certain compensation. It is intended that the Plan constitute an unfunded “top hat plan” for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan shall be administered and construed in accordance with Section 409A of Code and any administrative guidance issued thereunder.

      2. Definitions .

          The following terms used in the Plan shall have the meanings set forth below:

          (a) “ Affiliate ” means, with respect to the Company, any entity directly or indirectly controlling, controlled by, or under common control with the Company or any other entity designated by the Board in which the Company or an Affiliate has an interest.

          (b) “ Award Agreement ” shall mean any agreement between the Company and a Participant for the payment to the Participant of compensation that is deferred under this Plan.

          (c) “ Beneficiary ” shall mean any person, persons, trust or other entity designated by a Participant to receive benefits, if any, under the Plan upon such Participant’s death. No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or Plan Administrator.

          (d) “ Board ” shall mean the Board of Directors of FIL

          (e) “ Change in Control ” shall mean a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of its assets, within the meaning of Code Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations thereunder.

          (f) “ Claimant ” shall have the meaning set forth in Section 9(a).

          (g) “ Code ” shall mean the Internal Revenue Code of 1986, as amended, and Treasury Regulations issued thereunder.

          (h) “ Committee ” shall mean the Compensation Committee appointed by the Board.

          (i) “ Company ” shall mean Flextronics International USA, Inc., any successor to all or a major portion of the Company’s assets or business that assumes the obligations of the Company, and any other corporation or unincorporated trade or business that has adopted the Plan with the approval of the Company, and is a member of the same controlled group of corporations or the same group of trades or businesses under common control (within the meaning of Code Sections 414(b) and 414(c) as modified by Code Section 415(h)) as the Company, or an affiliated service group (as defined in Code Section 414(m)) which includes the Company, or any other entity required to be aggregated with the Company pursuant to regulations under Code Sections 414(o) and 409A or any other affiliated entity that is designated by the Company as eligible to adopt the Plan.

          (j) “ Deferral Account ” shall mean the recordkeeping account, and any sub-accounts if determined by the Committee or the Plan Administrator to be necessary or appropriate for the proper administration of the Plan, established and maintained by the Company in the name of a Participant as provided in Section 4(b) for compensation payable to a Participant pursuant to a Deferral Agreement.

          (k) “ Deferral Agreement ” shall mean an agreement executed by the Participant and the Company, in such form as approved by the Committee or the Plan Administrator, and as may be revised from time to time with respect to any one or more Participants by or at the direction of the Committee or Plan Administrator, whereby (A) the Participant (i) agrees to receive certain types of compensation in the future pursuant to the provisions of this Plan, (ii) elects to defer future compensation such Participant would otherwise be entitled to receive in cash from the Company, including an amount or percentage of compensation to be deferred, and/or (iii) makes such other elections as are permitted and provides such other information as is required under the Plan, and (B) the Participant specifies a schedule according to which the Participant will receive payout of his or her compensation that is payable in the future under this Plan. Each Deferral Agreement shall be consistent with this Plan and shall incorporate by its terms the provisions of this Plan.

          (l) “ Deferral Day ” shall mean, for each Participant, the day on which the Company is required, by the terms of the applicable Deferral Agreement form or any other agreement between the Participant and the Company, to credit an amount to the Participant’s Deferral Account under this Plan.

          (m) “ Disabled ” shall mean a Participant who (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant’s employer. This definition shall be construed and administered in accordance with the requirements of Code Section 409A(a)(2)(C) and Treasury Regulations thereunder.

          (n) “ Fair Market Value ” shall mean, on a given date of valuation, (i) with respect to any mutual fund, the closing net asset value as reported in The Wall Street Journal with respect to the date of valuation and (ii) with respect to a security traded on a national securities exchange or the NASDAQ National Market, the closing price on the date of valuation as reported in The Wall Street Journal.

          (o) “ FIL ” shall mean Flextronics International Ltd.

          (p) “ Hypothetical Investments ” shall have the meaning set forth in Section 4(d).

          (q) “ Manager ” shall have the meaning set forth in Section 4(d).

          (r) “ Officers ” shall have the meaning set forth in Section 8(b)(ii).

          (s) “ Participant ” shall mean a present or former employee of the Company who participates in this Plan and any other present or former employee designated from time to time by the Committee.

          (t) “ Plan ” shall mean this Flextronics International USA, Inc. Amended and Restated 2005 Senior Management Deferred Compensation Plan.

          (u) “ Plan Administrator ” shall mean the Plan Administrator, if any, appointed pursuant to Section 3(a).

          (v) “ Released Party ” shall have the meaning set forth in Section 8(b)(iii).

          (w) “ Separation from Service ” shall mean a Participant’s separation from service from the Company within the meaning of Code Section 409A(a)(2)(B)(i) and Treasury Regulations thereunder.

          (x) “ Share Award Deferral ” shall have the meaning set forth in Section 4(k).

          (y) “ Stock Unit ” shall mean compensation in the form of a vested or unvested right to receive shares of FIL in the future.

          (z) “ Specified Employee ” shall mean a key employee (as defined in Code Section 416(i) without regard to paragraph 5 thereof) of FIL, for so long as any of its stock is publicly traded on an established securities market or otherwise. This definition shall be construed and administered in accordance with the requirements of Code Section 409A(a)(2)(B)(i).

          (aa) “ Trust ” shall mean any trust or trusts established or designated by the Company pursuant to Section 5(a) to hold assets in connection with the Plan.

          (bb) “ Trustee ” shall have the meaning set forth in Section 5(a).

          (cc) “ Unforeseeable Emergency ” shall mean a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant’s Spouse, the Participant’s beneficiary, or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. This definition shall be construed and administered in accordance with the requirements of Code Section 409A(a)(2)(B)(ii) and Treasury Regulations thereunder.

      3. Authority and Administration of the Committee and Plan Administrator .

          (a) Authorization of Committee or Plan Administrator . The Committee shall administer the Plan and may select one or more persons to serve as the Plan Administrator. The Plan Administrator shall have authority to perform any act that the Committee is entitled to perform under this Plan, except to the extent that the Committee specifies limitations on the Plan Administrator’s authority. The initial Plan Administrator shall be the Company’s Chief Financial Officer. Any person selected to serve as the Plan Administrator may, but need not, be a Committee member or an officer or employee of the Company. However, if a person serving as Plan Administrator or a member of the Committee is a Participant, such person may not decide or vote on a matter affecting his interest as a Participant.

          (b) Administration by Committee or Plan Administrator . The Committee or Plan Administrator shall administer the Plan in accordance with its terms, and shall have all powers necessary to accomplish such purpose, including the power and authority to reasonably construe and interpret the Plan, to reasonably define the terms used herein, to reasonably prescribe, amend and rescind rules and regulations, agreements, forms, and notices relating to the administration of the Plan, and to make all other determinations reasonably necessary or advisable for the administration of the Plan. The Committee or Plan Administrator may appoint additional agents and delegate thereto powers and duties under the Plan.

      4. Deferral Agreements, Deferral Accounts and Share Award Deferrals .

          (a) Deferral Agreement . The Company and any Participant may agree to defer all or a portion of his or her compensation, under the terms provided in any Deferral Agreement form provided to the Participant in accordance with the Plan, by executing a completed Deferral Agreement. An election to defer compensation for a taxable year pursuant to a Deferral Agreement must be made not later than the close of the preceding taxable year, or at such other time provided in Treasury Regulations issued under Code Section 409A (or earlier date specified in the applicable Deferral Agreement form); provided that, in the case of the first year in which a Participant becomes eligible to participate in the Plan within the meaning of Code Section 409A and applicable administrative guidance, such election may be made with respect to services to be performed subsequent to the election within 30 days after the date the Participant becomes eligible to participate in the Plan (or earlier date specified in the applicable Deferral Agreement form); and, in the case of any performance-based compensation based on services performed over a period of at least 12 months, such election may be made no later than 6 months before the end of the period (or the earliest of such date, the day immediately prior to the date such compensation has become reasonably ascertainable, and the date specified in the applicable Deferral Agreement form) provided that the Participant is continuously employed

from the date that the applicable performance criteria are established through the date of the election. Different Deferral Agreements may be used for different components of compensation payable for a single service period. Each Deferral Agreement form shall establish for each Participant the amount and type of compensation that may or shall be deferred pursuant to the Plan and such determination will be reflected on the relevant Deferral Agreement form, and may establish maximum or minimum amounts of aggregate deferrals that may be elected for a Participant. A Participant shall not be entitled to vary any term that is set forth in a Deferral Agreement form except to the extent that the form of Deferral Agreement itself permits variations.

          (b) Establishment of Deferral Accounts . The Committee or Plan Administrator shall establish a Deferral Account for each Participant. Each Deferral Account shall be maintained for the Participant solely as a bookkeeping entry by the Company to evidence unfunded obligations of the Company. The Participant shall be 100% vested in the Participant’s Deferral Account at all times, except to the extent otherwise specified in the applicable Deferral Agreement or in any other agreement between the Company and the Participant. The provisions with respect to vesting in any such Deferral Agreement or other agreement shall be incorporated in this Plan and given effect as if fully set forth herein. A Participant’s Deferral Account shall be credited with the amounts required to be credited to the Participant’s Deferral Account pursuant to the Participant’s initial Deferral Agreement or pursuant to any subsequent Deferral Agreement entered into by that Participant and the Company, in each case, less the amount of federal, state or local tax required by law to be withheld with respect to such amounts, unless such withholding is provided from another source, and shall be adjusted for Hypothetical Investment results as described herein.

          (c) Hypothetical Investments and Managers . Subject to the provisions of Section 4(g), amounts credited to a Deferral Account shall be deemed to be invested in one or more hypothetical investments (“Hypothetical Investments”). Each Participant may select an investment manager from a list selected from time to time by the Committee or Plan Administrator (a “Manager”), who will then select Hypothetical Investments on the Participant’s behalf. A Participant who selects a Manager may select a successor Manager from such list of Managers from time to time. Rather than appoint a Manager, a Participant may select Hypothetical Investments on his or her own behalf. The Committee or Plan Administrator may establish limitations on permissible allocations of Deferral Accounts among groups of Hypothetical Investments. Except in accordance with Section 4(k), no Hypothetical Investments may be made in any debt or equity issued by FIL or its Affiliates.

          (d) List of Hypothetical Investments and Managers . An initial list of Managers and investments available for Hypothetical Investments shall be established by the Board, the Committee or the Plan Administrator and each such list shall be provided to each Participant in connection with the initial Deferral Agreement. The Committee or Plan Administrator shall consider requests from any Participant to add to the list of Managers, and shall satisfy such requests if they are reasonably acceptable to the Committee or Plan Administrator. The Committee or Plan Administrator may change or discontinue any Hypothetical Investment or Manager if reasonably necessary to satisfy business objectives of the Company or its Affiliates; provided that, following a Change in Control, neither the Committee

nor the Plan Administrator may change or modify the investment options existing immediately prior to such Change in Control in any manner that is adverse to the Participants.

          (e) Investment of Deferral Accounts . As provided in Sections 4(d) and 5(b), each Deferral Account shall be deemed to be invested in one or more Hypothetical Investments as of the date of the deferral or credit, as the case may be. The amounts of hypothetical income, appreciation and depreciation in value of the Hypothetical Investments shall be credited and debited to, or otherwise reflected in, such Deferral Account from time to time in accordance with procedures established by the Committee or Plan Administrator. Unless otherwise determined by the Committee or Plan Administrator, amounts credited to a Deferral Account shall be deemed invested in Hypothetical Investments as of the date so credited.

          (f) Allocation and Reallocation of Hypothetical Investments . A Participant, or a Manager who selects Hypothetical Investments for a Participant, may allocate and reallocate amounts credited to a Participant’s Deferral Account to one or more of the Hypothetical Investments authorized under the Plan with such frequency as permitted by the Committee or Plan Administrator. Subject to the rules established by the Committee or Plan Administrator, a Participant or Manager may reallocate amounts credited to a Participant’s Deferral Account to other Hypothetical Investments by filing with the Committee or Plan Administrator a notice, in such form as may be specified by the Committee or Plan Administrator. No Participant shall have the right, at any time, to direct a Manager to enter into specific transactions in connection with his or her Deferral Account; provided that this provision shall not prohibit the Participant from communicating with the Manager regarding Hypothetical Investments, including communication regarding preferred Hypothetical Investment objectives. Each Manager shall have the power to acquire and dispose of such Hypothetical Investments as the Manager determines necessary in connection with its portfolio. The Committee or Plan Administrator may restrict or prohibit reallocation of amounts deemed invested in specified Hypothetical Investments or invested by specified Managers to comply with applicable law or regulation.

          (g) No Actual Investment . Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Hypothetical Investments are to be used for measurement purposes only. A Participant’s election of any such Hypothetical Investments, the allocation of such Hypothetical Investments to his or her Deferral Account, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant’s Deferral Account shall not be considered or construed in any manner as an actual investment of his or her Deferral Account in any such Hypothetical Investments. In the event that the Company or the Trustee, in its own discretion, decides to invest funds in any or all of the Hypothetical Investments, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant’s Deferral Account shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust. The Participant shall at all times remain an unsecured creditor of the Company.

          (h) Forfeiture of Unvested Portions of Deferral Accounts Upon Separation from Service . Upon a Participant’s Separation from Service, any unvested portion of the Participant’s Deferral Account shall be forfeited and terminated in accordance with the applicable Deferral Agreement except as otherwise determined by the Committee in its sole and absolute discretion.

          (i) Change in Law . If a future change in law would, in the judgment of the Committee or Plan Administrator, likely accelerate taxation to a Participant of amounts that would be credited to the Participant’s Deferral Account in the future under the Participant’s Deferral Agreement , the Company and the Participant will attempt to amend the Plan to satisfy the requirements of the change in law and, unless and until such an amendment is agreed to, Company shall cease deferrals under this Deferral Agreement on the effective date of such change in law; provided however, the Company shall not cease deferrals if such cessation would violate the provisions of Code Section 409A.

          (j) Separate Maintenance of Vested Subaccounts . The Committee or Plan Administrator may, in its sole and absolute discretion, allow Participants to defer portions of their base salary and/or cash bonuses to be earned after such election under the Plan. If and when such deferrals are allowed and a Participant elects to defer a