S-8

As filed with the Securities and Exchange Commission on May 10, 2001
Registration No. 333-________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under
The Securities Act of 1933

SOLECTRON CORPORATION
(Exact name of registrant as specified in its charter)

 

Delaware	94-2447045
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

777 Gibraltar Drive
Milpitas, California    95035
(Address, including zip code, of Registrant's principal executive offices)

Centennial Technologies, Inc. 1994 Stock Option Plan, as amended
Centennial Technologies, Inc. 1994 Formula Stock Option Plan, as amended
Centennial Technologies, Inc. 1999 Stock Option Plan
(Full title of the Plans)

SUSAN S. WANG
Senior Vice President,
Chief Financial Officer and Secretary
SOLECTRON CORPORATION
777 Gibraltar Drive
Milpitas, California 95035
(408) 957-8500
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
STEVEN E. BOCHNER, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300

This Registration Statement shall become effective immediately upon filing with the Securities and Exchange Commission and sales of the registered securities will begin as soon as reasonably practicable after such effective date.

CALCULATION OF REGISTRATION FEE

                                                     Proposed         Proposed
                                       Amount         Maximum          Maximum        Amount of
       Title of Securities             To Be       Offering Price     Aggregate      Registration
         to be Registered            Registered     Per Share(1)    Offering Price      Fee(2)



 Common Stock of the Company
 to be issued upon exercise
 of options granted
 under the:

 Centennial Techologies, Inc.
 1994 Stock Option Plan,
 as amended.......................      304,467    $   25.9450      $  7,899,396     $    1,975

 Centennial Techologies, Inc.
 1994 Formula Stock
 Option Plan,
 as amended.......................        5,488    $   25.9450      $    142,386     $       36

 Centennial Techologies, Inc.
 1999 Stock Option
 Plan.............................      460,034    $   25.9450      $ 11,935,582     $    2,984

    Total.........................      769,989             --      $ 19,977,364     $    4,995

(1) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee based upon $25.9450, the average of the high and low prices per share of Solectron common stock as reported in the New York Stock Exchange as of May 9, 2001.

(2) Pursuant to Rule 457 (b) under the Securities Act, $4,995 of the registration fee is offset by the filing fees previously paid in connection with the filing of Registration Statement on Form S-4 filed on March 22, 2001. The fees paid for this filing included all shares to be issued pursuant to the exercise of Centennial Technologies, Inc. options. Accordingly, no additional fee is being paid herewith.

SOLECTRON CORPORATION

REGISTRATION STATEMENT ON FORM S-8

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The Company hereby incorporates by reference in this Registration Statement the contents of the Company's earlier Registration Statements on Form S-8 (File #333-75813), the audited financial statements for the Registrant's fiscal year ended August 25, 2000 contained in the Registrant's Annual Report on Form 10-K for the fiscal year ended August 25, 2000 filed pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange Act") on November 13, 2000, and the Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 1, 2000 and March 2, 2001 filed pursuant to Section 13(a) of the Exchange Act.

ITEM 4 DESCRIPTION OF SECURITIES.

Inapplicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Inapplicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Certificate of Incorporation limits the liability of directors to the maximum extent permitted by Delaware law. Section 145 of the Delaware General Corporation law authorizes a court to award, or a corporation's Board of Directors to grant, indemnification to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933. The Company's Bylaws provide for the mandatory indemnification of its directors, officers, employees and other agents to the maximum extent permitted by Delaware General Corporation Law, and the Company has entered into agreements with its officers, directors and certain key employees implementing such indemnification.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Inapplicable.

ITEM 8. EXHIBITS

Exhibit Number	Document
4.1	Centennial Technologies, Inc. 1994 Stock Option Plan, as amended
4.2	Centennial Technologies, Inc. 1994 Formula Stock Option Plan, as amended
4.3	Centennial Technologies, Inc. 1999 Stock Option Plan
5.1	Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional Corporation
23.1	Consent of Independent Auditors.
23.2	Consent of Counsel (contained in Exhibit 5.1).
24.1	Power of Attorney (see page II-3).

II-1

ITEM 9. UNDERTAKINGS

A. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the Delaware General Corporation Law, the Certificate of Incorporation of the Company, the Bylaws of the Company, indemnification agreements entered into between the Company and its officers and directors or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company in successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant, Solectron Corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of California, on this 10th day of May, 2001.

SOLECTRON CORPORATION

By:  /s/ Susan S. Wang

Susan S. Wang

Senior Vice President, Chief Financial Officer
and Secretary

II-3

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature appears below constitutes and appoints, jointly and severally, Koichi Nishimura and Susan Wang, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Koichi Nishimura, Ph.D. Koichi Nishimura, Ph.D.	President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	May 10, 2001
/s/ Susan S. Wang Susan S. Wang	Senior Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)	May 10, 2001
/s/ Winston H. Chen, Ph.D. Winston H. Chen, Ph.D.	Director	May 10, 2001
/s/ Richard A. D'Amore Richard A. D'Amore	Director	May 10, 2001
/s/ Charles A. Dickinson Charles A. Dickinson	Director	May 10, 2001
/s/ Heinz Fridrich Heinz Fridrich	Director	May 10, 2001
/s/ Philip Gerdine, Ph.D. Philip Gerdine, Ph.D.	Director	May 10, 2001
/s/ William Hasler William Hasler	Director	May 10, 2001
/s/ Kenneth E. Haughton, Ph.D. Kenneth E. Haughton, Ph.D.	Director	May 10, 2001
/s/ Paul R. Low, Ph.D. Paul R. Low, Ph.D.	Director	May 10, 2001
/s/ Osamu Yamada Osamu Yamada	Director	May 10, 2001

II-4

INDEX TO EXHIBITS

Exhibit Number	Document
4.1	Centennial Technologies, Inc. 1994 Stock Option Plan, as amended
4.2	Centennial Technologies, Inc. 1994 Formula Stock Option Plan, as amended
4.3	Centennial Technologies, Inc. 1999 Stock Option Plan
5.1	Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional Corporation
23.1	Consent of Independent Auditors.
23.2	Consent of Counsel (contained in Exhibit 5.1).
24.1	Power of Attorney (see page II-3).

EX-4

Exhibit 4.1

CENTENNIAL TECHNOLOGIES, INC.
1994 STOCK OPTION PLAN

ARTICLE I
Purpose of the Plan

The purpose of this Plan is to encourage and enable employees, consultants, directors and others who are in a position to make significant contributions to the success of CENTENNIAL TECHNOLOGIES, INC. and of its affiliated corporations upon whose judgment, initiative and efforts the Corporation depends for the successful conduct of its business, to acquire a closer identification of their interests with those of the Corporation by providing them with opportunities to purchase stock in the Corporation pursuant to options granted hereunder, thereby stimulating their efforts on behalf of the Corporation and strengthening their desire to remain involved with the Corporation. Any employee, consultant or advisor designated to participate in the Plan is referred to as a Participant."

ARTICLE II
Definitions

2.1 "Affiliated Corporation" means any stock corporation of which a majority of the voting common or capital stock is owned directly or indirectly Corporation.

2.2 "Award" means an Option granted under Article V.

2.3 "Board" means the Board of Directors of the Corporation or, if one or more has been appointed, a Committee of the Board of Directors of the Corporation.

2.4 "Code" means the Internal Revenue Code of 1986, as amended from time to time.

2.5 "Committee". means a Committee of not less than two members of the Board appointed by the Board to administer the Plan.

2.6 "Corporation" means CENTENNIAL TECHNOLOGIES, INC., a Delaware Corporation, or its successor.

2.7 "Employee" means any person who is a regular full-time or part-time employee of the Corporation or an Affiliated Corporation on or after January 7, 1994.

2.8 "Incentive Stock Option" ("ISO") means an option which qualifies as an incentive stock option as defined in Section 422 of the Code, as amended.

2.9 "Non-Qualified Option" means any option not intended to qualify as an Incentive Stock Option.

2.10 "Option" means an Incentive Stock Option or Non-Qualified Option granted by the Board under Article V of this Plan in the form of a right to purchase Stock evidenced by an instrument containing such provisions as the Board may establish. Except as otherwise expressly provided with respect to an Option grant, no Option granted pursuant to the Plan shall be an Incentive Stock Option.

2.11 "Participant" means a person selected by the Committee to receive an award under the Plan.

2.12 "Plan" means this 1994 Stock Option Plan.

2.13 "Reporting Person" means a person subject to Section 16 of the Securities Exchange Act of 1934 or any successor provision.

2.14 "Restricted Period" means the period of time selected by the Committee during an award may be forfeited by the person.

2.15 "Stock" means the Common Stock, $.01 par value per share, of the corporation or any successor, including any adjustments in the event of changes in capital structure of the type described in Article XI

ARTICLE III
Administration of the Plan

3.1 Administration by Board. This Plan shall be administered by the Board of Directors of the Corporation. The Board may, from time to time, delegate any of its functions under this Plan to one or more Committees. All references in this Plan to the Board shall also include the Committee or Committees, if one or more have been appointed by the Board. From time to time, the Board may increase the size of the Committee or committees and appoint additional members thereto, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies however caused, or remove all members of the Committee or Committees and thereafter directly administer the Plan. No member of the Board or a Committee shall be liable for any action or determination made in good faith with respect to the Plan or any options granted hereunder.

If a Committee is appointed by the Board, a majority of the members of the Committee shall constitute a quorum, and all determinations of the Committee under the Plan may be made without notice or meeting of the Committee by a writing signed by a majority of Committee members. On or after registration of the Stock under the Securities Exchange Act of 1934, as amended, the Board shall delegate the power to select directors and officers to receive Awards under the Plan, and the timing, pricing and amount of such Awards to a Committees all members of which shall be "disinterested persons" within the meaning of Rule 16b-3 under that Act.

3.2 Powers. The Board of Directors and/or any Committee appointed by the Board shall have full and final authority to operate, manage and administer the Plan on behalf of the Corporation. This authority includes, but is not limited to:

(a) The power to grant Awards conditionally or unconditionally,

(b) The power to prescribe the form or forms of any instruments evidencing Awards granted under this Plan,

(c) The power to interpret the Plan,

(d) The power to provide regulations for the operation of the incentive features of the Plan and otherwise to prescribe and rescind regulations for interpretation, management and administration of the Plan,

(e) The power to delegate responsibility for Plan operation, management and administration on such terms, consistent with the Plan, as the Board may establish,

(f) The power to delegate to other persons the responsibility of performing ministerial acts in furtherance of the Plan's purpose, and

(g) The power to engage the services of persons, companies, or organizations in furtherance of the Plan's purpose, including but not limited to, banks, insurance companies, brokerage firms and consultants.

3.3 Additional Powers. In addition, as to each Option to buy Stock of the Corporation, the Board shall have full and final authority in its discretion: (a) to determine the number of shares of Stock subject to each Option:, (b) so determine the time or times at which Options will be granted; (c) to determine the option price of the shares of Stock subject to each Option, which price shall be not less than the minimum price specified in Article V of this Plan; (d) to determine the time or times when each Option shall become exercisable and the duration of the exercise period (including the acceleration of any exercise period), which shall not exceed the maximum period specified in Article V; (e) to determine whether each Option granted shall be an Incentive Stock Option or a Non-Qualified Option; and (f) to waive compliance by a Participant with any obligation to be performed by him under an Option, to waive any condition or provision of an Option, and to amend or cancel any Option (and if an Option is cancelled, to grant a new Option on such terms as the Board may specify), except that the Board may not take any action with respect to an outstanding option that would adversely affect the rights of the Participant under such option without such Participant's consent. Nothing in the preceding sentence shall be construed as limiting the power of the Board to make adjustments required by Article XI.

In no event may the Company grant an Employee any Incentive Stock Option that is first exercisable during any one calendar year to the extent the aggregate fair market value of the Stock (determined at the time the options are granted) exceeds $100,000 (under all stock option plans of the Corporation and any Affiliated Corporation); provided, however, that this paragraph shall have no force and effect if its inclusion in the Plan is not necessary for Incentive Stock Options issued under the Plan to qualify as such pursuant to Section 422(d)(1) of the Code.

ARTICLE IV
Eligibility

4.1 Eligibility Employees. All Employees (including Directors who are Employees) are eligible to be granted Incentive Stock Option and Non- Qualified Option Awards under this Plan.

4.2 Consultants, Directors and Non-Employee. Any Consultant, director (whether or not an Employee) and any other Non-Employee is eligible to be granted Non-Qualified Option Awards under the Plan, provided the person has not irrevocably elected to be ineligible to participate in the Plan.

4.3 Relevant Factors. In selecting individual Employees, Consultants, Directors and other Non-Employees to whom Awards shall be granted, the Board shall weigh such factors as are relevant to accomplish the purpose of the Plan as stated in Article I. An individual who has been granted an Award may be granted one or more additional Awards, if the Board so determines The granting of an Award to any individual shall neither entitle that individual to, nor disqualify him from, participation in any other grant of Awards.

ARTICLE V
Stock Option Awards

5.1 Number of Shares. Subject to the provisions of Article XI of this Plan, the aggregate number of shares of Stock for which options may be granted under the Plan shall not exceed three hundred thousand (300,000) shares, the shares to be delivered upon exercise of Options under this Plan shall be made available, at the discretion of the Board, either from authorized but unissued shares or from previously issued and reacquired shares of Stock held by the Corporation as treasury shares, including shares purchased in the open market.

Stock issuable upon exercise of an option granted under the Plan may be subject to such restrictions on transfer, repurchase rights or other restrictions as shall be determined by the Board of Directors.

5.2 Effect of Expiration, Termination or Surrender. If an Option under this Plan shall expire or terminate exercised as to any shares covered thereby, or shall cease for any reason to be exercisable in whole or in part, or if the Company shall reacquire any unvested shares issued pursuant to Options under the Plan, such shares shall thereafter be available for the granting of other Options under this Plan.

5.3 Term of Options. The full term of each Option granted hereunder shall be for such period as the Board shall determine. In the case of Incentive Stock options granted hereunder, the term shall not exceed ten (10) years from the date of thereof. Each Option shall be subject to earlier termination as provided in Sections 6.3 and 6.4. Notwithstanding the foregoing, the term of options intended to qualify as "Incentive Stock Options" shall not exceed five (5) years from the date of granting hereof if such option is granted to any employee who at the time such option is granted to any employee who at the time such option is granted owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company.

5.4 Option Price. The Option price shall be determined by the Board at the time may Option is granted. In the case of Incentive Stock Options, the exercise price shall not be less than one hundred percent (100%) of the fair market value of the shares covered thereby at the time the Incentive Stock Option is granted (but in no event less than par value), provided that no Incentive Stock Option shall be granted hereunder to any Employee if at the time of grant the Employee, directly or indirectly, owns Stock possessing more than ten percent (10%) of the combined voting power of all classes of stock of the Corporation and its Affiliated Corporations unless the Incentive Stock Option price equals not less than one hundred ten percent (110%) of the fair market value of the shares covered thereby at the time the Incentive Stock Option is Granted.

5.5 Fair Market Value. If, at the time an Option is granted under the Plan, the Corporation's Stock is publicly traded, "fair market value" shall be determined as of the last business day for which the prices or quotes discussed in this sentence are available prior to the date such Option is granted and shall mean (i) the average (on that date) of the high and low prices of the Stock on the principal national securities exchange on which the Stock is traded if the Stock is then traded on a national securities exchange; or (ii) the last reported sale price (on that date) of the Stock on the NASDAQ National Market List, if the Stock is not then traded on a national securities exchange; or (iii) the closing bid price (or average of bid prices) last quoted (on that date) by an established quotation service for over-the counter securities, if the Stock is not reported on the NASDAQ National Market List. However, if the Stock is not publicly traded at the time an Option is granted under the Plan, "fair market value" shall be deemed to be the fair value of the Stock as determined by the Board after taking into consideration all factors which it deems appropriate, including, without limitation, recent sale and offer prices of the Stock in private transactions negotiated at arm's length.

5.6 Non-Transferability of Options. No Options granted under this Plan shall. be transferable by the grantee otherwise then by will or the laws of descent and distribution, and such Option may be exercised during the grantee's lifetime only by the grantee.

5.7 Foreign Nationals. Awards may be granted to Participants who are foreign nationals or employed outside the United States on such terms and conditions different from those specified in the Plan as the Committee considers necessary or advisable to achieve the purposes of the Plan or comply with applicable laws.

ARTICLE VI
Exercise of Option

6.1 Exercise. Each Option granted under this Plan shall be exercisable on such date or dates and during such period and for such number of shares as shall be determined pursuant to the provisions of the instrument evidencing such Option. The Board shall have the right to accelerate the date of exercise of any option, provided that, the Board shall not accelerate the exercise date of any Incentive Stock option granted if such acceleration would violate the annual vesting limitation contained in Section 422(d)(1) of the Code.

6.2 Notice of Exercise. A person electing to exercise an Option shall give written notice to the Corporation of such election and of the number of shares he or she has elected to purchase and shall at the time of exercise tender the fun purchase price of the shares he or she has elected to purchase. The purchase price can be paid partly or completely in shares of the Corporation's stock valued at Fair Market Value as defined in Section 5.5 hereof, or by any such other lawful consideration as the Board may determine. Until such person has been issued a certificate or certificates for the shares so purchased and has fully paid the purchase price for such shares, he or she shall possess no rights of a record holder with respect to any of such shares. In the event that the Corporation elects to receive payment for such shares by means of a promissory note, such note, if issued to an officer, director or holder of 5% or more of the Company's outstanding Common Stock, shall provide for payment of interest at a rate no less than the interest rate then payable by the Company to its principal commercial lender, or if the Company has no loan outstanding to a commercial lender, then the interest rate payable shall equal the prevailing prime rate of interest then charged by commercial banks headquartered in Massachusetts (as determined by the Board of Directors in its reasonable discretion) plus two percent (2%).

6.3 Option Unaffected by Change in Duties. No Incentive Stock Option (and, unless otherwise determined by the Board of Directors, no Non- Qualified Option granted to a person who is, on the date of the grant, an Employee of the Corporation or an Affiliated Corporation) shall be affected by any change of duties or position of the optionee (including transfer to or from an Affiliated Corporation), so long as he or she continues to be an Employee. Employment shall be considered as continuing uninterrupted during any bona fide leave of absence (such as those attributable to illness, military obligations or governmental service) provided that the period of such leave does not exceed ninety (90) days or, if longer, any period during which such optionee's right to reemployment is guaranteed by statute. A bona fide leave of absence with the written approval of the Board shall not be considered as interruption of employment under the Plan, provided that such written approval contractually obligates the Corporation or any Affiliated Corporation to continue the employment of the optionee after the approved period of absence.

If the optionee shall cease to be an Employee for any reason other than death, such Option shall thereafter be exercisable only to the extent of the purchase rights, if any, which have accrued as of the date of such cessation; provided that (i) the Board may provide in the instrument evidencing any Option that the Board may in its absolute discretion, upon any such cessation of employment, determine (but be under no obligation to determine) that such accrued purchase rights shall be deemed to include additional shares covered by such Option; and (ii) unless the Board shall otherwise provided the instrument evidencing any Option, upon any such cessation of employment, such remaining rights to purchase shall in any event terminate upon the earlier of (A) the expiration of the original term of the Option; or (B) where such cessation of employment is on account of disability, the expiration of one year from the date of such cessation of employment and, otherwise, the expiration of three months from such date. For purposes of the Plan, the term "disability" shall mean "permanent and total disability" as defined in Section 22(e)(3) of the Code.

In the case of a Participant who is not an employee, provisions relating to the exercisability of an Option following termination of service shall be specified in the award. If not so specified, all Options held by such Participant shall terminate on termination of services to the Corporation.

6.4 Death of Optionee. Should an optionee die while in possession of the legal right to exercise an Option nor Options under this Plan, such persons as shall have acquired, by will or by the laws of descent and distribution, the right to exercise any Options theretofore granted, may, unless otherwise provided by the Board in any instrument evidencing any Option, exercise such Options at any time prior to one year from the date of death; provided, that such Option or Options shall expire in all events no later than the last day of the original term of such Option; provided, further, that any such exercise shall be limited to the purchase rights which have accrued as of the date when the optionee ceased to be an Employee, whether by death or otherwise, unless the Board provides in the instrument evidencing such Option that, in the discretion of the Board, additional shares covered by such Option may become subject to purchase immediately upon the death of the optionee.

ARTICLE VII
Reporting Person Limitations

To the extent required to qualify for the exemption provided by Rule 16b-3 under the Securities Exchange Act of 1934, and any successor provision, at least six months must elapse from the date of acquisition of an Option by a Reporting Person to the date of disposition of such Option (other than. upon exercise) or its underlying Common Stock.

ARTICLE VIII
Terms and Conditions of Options

Options shall, be evidenced by instruments (which need not be identical) in such forms as the Board may from time to time approve. Such instruments shall conform to the terms and conditions set forth in Articles V and VI hereof and may contain such other provisions as the Board deems advisable which are not inconsistent with the Plan, including restrictions applicable to shares of Stock issued upon exercise of Options. In granting any Non-Qualified Option, the Board may specify that such Non-Qualified Option shall be subject to the restrictions set forth herein with respect to Incentive Stock Options, or to such other termination and cancellation provisions as the Board may determine. The Board may from time to time confer authority and responsibility on one or more of its own members and/or one or more officers of the Corporation to execute and deliver such instruments. The proper officers of the Corporation are authorized and directed to take any and all action necessary or advisable from time to time to carry out the terms of such instruments.

ARTICLE IX
Benefit Plans

Awards under the Plan are discretionary and are not a part of regular salary. Awards may not be used in determining the amount. of compensation for any purpose under the benefit plans of the Corporation, or an Affiliated Corporation, except as the Board may from time to time expressly provide. Neither the Plan, an Option or any instrument evidencing an Option confers upon any Participant any right to continue as an employee of, or consultant or advisor to, the Company or an Affiliated Corporation or affect the right of the Corporation or any Affiliated Corporation to terminate them at any time. Except as specifically provided by the Board in any particular case, the loss of existing or potential profits granted under this Plan shall not constitute an element of damages in the event of termination of the relationship of a Participant even if the termination is in violation of an obligation of the Corporation to the Participant by contract or otherwise.

ARTICLE X
Amendment, Suspension or Termination of the Plan

The Board may suspend the Plan or any part thereof at any time or may terminate the Plan in its entirety. Awards shall not be granted after Plan termination The Board may also amend the Plan from time to time, except that amendments which affect the following subjects must be approved by stockholders of the Corporation:

(a) Except as provided in Article relative to capital changes, the number of shares as to which Options may be granted pursuant to Article V;

(b) The maximum term of Options granted;

(c) The minimum price at which Options may be granted;

(d) The term of the Plan and;

(e) The requirements as to eligibility for participation in the Plan.

Awards granted prior to suspension or termination of the Plan may not be cancelled solely because of such suspension or termination, except with the consent of the grantee of the Award,

ARTICLE XI
Changes in Capital Structure

The instruments evidencing Options granted hereunder shall be subject to adjustment in the event of changes in the outstanding Stock of the Corporation by reason of Stock dividends, Stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the date of an Award to the same extent as would affect an actual share of Stock issued and outstanding on the effective date of such change. Such adjustment to outstanding Options shall be made without change in the total price applicable to the unexercised portion of such options, and a corresponding adjustment in the applicable option price per share shall be made. In the event of any such change, the aggregate number and classes of shares for which Options may thereafter be granted under Section 5.1 of this Plan may be appropriately adjusted as determined by the Board so as to reflect such change.

Notwithstanding the foregoing, any adjustments made pursuant to this Article XI with respect to Incentive Stock Options shall be made only after the board, after consulting with counsel for the Corporation, determines whether such adjustments would constitute a "modification" of such Incentive Stock Options (as that term is defined in Section 42-4 of the Code) or would cause any adverse tax consequences for the holders of such Incentive Stock Options. If the Board determines that such adjustments made with respect to Incentive Stock Options would constitute a modification of such Incentive Stock Options, it may refrain from making such adjustments.

In the event of the proposed dissolution of liquidation of the Corporation, each Option will terminate immediately prior to the consummation of such proposed action or at such other time and subject to such other conditions as the Board shall determine.

Except as expressly provided herein, no issuance by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Options. No adjustments shall be made for dividends paid in cash or in property other than securities of the Corporation.

No fractional shares shall be issued under the Plan and the optionee shall receive from the Corporation cash in lieu of such fractional shares.

ARTICLE XII
Effective Date and Term of the Plan

The Plan shall become effective on January 10, 1994. The Plan shall continue until such time as it may be terminated by action of the Board or the Committee; provided, however, that no Options may be granted under this Plan on or after the tenth anniversary of the effective date hereof.

ARTICLE XIII
Conversion of ISO's into Non-Qualified
Options; Termination of ISO's

The Board, at the written request of any optionee, may in its discretion take such actions as may be necessary to convert such optionee's Incentive Stock Options, that have not been exercised on the date of conversion, into Non- Qualified Options at any time prior to the expiration of such Incentive Stock Options, regardless of whether the optionee is an employee of the Corporation or an Affiliated Corporation at the time of such conversion. Such actions may include, but not be limited to, extending the exercise period or reducing the exercise price of such Options. At the time of such conversion, the Board or the Committee (with the consent of the optionee) may impose such conditions on the exercise of the resulting Non-Qualified Options as the Board or the Committee in its discretion may determine, provided that such conditions shall not be inconsistent with the Plan. Nothing in the Plan shall be deemed to give any optionee the right to have such optionee's Incentive Stock options converted into Non-Qualified Options, and no such conversion shall occur until and unless the Board or the Committee takes appropriate action. The Board, with the optionee's consent, may also terminate any portion of any incentive Stock Option that has not been exercised at the time of such termination.

ARTICLE XIV
Application of Funds

The proceeds received by the Corporation from the sale of shares pursuant to options granted under the Plan shall be used for general corporate purposes.

ARTICLE XV
Governmental Regulation

The Corporation's obligation to sell and deliver shares of Stock under this Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such shares.

ARTICLE XVI
Withholding of Additional Income Taxes

Upon the exercise of a Non-Qualified Option or the making of a Disqualifying Disposition (as defined in Article XVII the Corporation, in accordance with section 3402(a) of the Code, may require the optionee to pay additional withholding taxes in respect of the amount that is considered compensation includible in such person's gross income. The Board in its discretion may condition the exercise of an Option on the payment of such additional withholding taxes.

ARTICLE XVII
Notice to Company of Disqualifying Disposition

Each employee who receives an Incentive Stock Option must agree to notify the Corporation in writing immediately after the employee makes a Disqualifying Disposition of any Stork acquired pursuant to the exercise of an Incentive Stock Option. A Disqualifying Disposition is any disposition (including any sale) of such Stock before the later of (a) two years after the date the employee was granted the Incentive Stock Option or (b) one year after the date the employee acquired Stock by exercising the Incentive Stock Option. If the employee has died before such stock is sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter.

ARTICLE XVIII
Governing Law; Construction

The validity and construction of the Plan and the instruments evidencing Options shall be governed by the laws of the Commonwealth of Massachusetts (without regard to the conflict of law principles thereof). In construing this plan, the singular shall include the plural and the masculine gender shall include the feminine and neuter, unless the context otherwise requires.

Centennial Technologies, Inc.
AMENDMENT NO. 1
1994 STOCK OPTION PLAN

The 1994 Stock Option Plan, as amended (the "Plan"), is hereby amended as set forth below:

1. Article V of the Plan is hereby amended by deleting the first sentence thereof and substituting the following therefor.

"Subject to the provisions in Article XI of this Plan, the aggregate number of shares of Stock for which options may be granted under the Plan shall not exceed 500,000 shares."

2. In all other respects, the Plan shall remain in full force and effect.

Adopted by the
Board of Directors
on June 30, 1995

Approved by shareholders
August 9, 1995

Centennial Technologies, Inc.
AMENDMENT NO. 2
1994 STOCK OPTION PLAN

The 1994 Stock Option Plan, as amended (the "Plan"), is hereby amended as se forth below:

1. Article V of the Plan is hereby amended by deleting the first sentence thereof and substituting the following therefor:

"Subject to the provisions in Article XI of this Plan, the aggregate number of shares of Stock for which options may be granted under the Plan shall not exceed 750,000 shares."

2. In all other respects, the Plan shall remain in full force and effect.

Effective August 30, 1995 by virtue
of a 3:2 stock split, in the form of a
dividend, approved by the Board of
Directors on June 30, 1995

Centennial Technologies, Inc.
AMENDMENT NO. 3
1994 STOCK OPTION PLAN

The 1994 Stock Option Plan, as amended (the "Plan"), is hereby amended as set forth below:

1. Article V of the Plan is hereby amended by deleting the first sentence thereof and substituting the following therefor:

"Subject to the provisions in Article XI of this Plan, the aggregate number of shares of Stock for which options may be granted under the Plan shall not exceed 1,500,000 shares."

2. In all other respects, the Plan shall remain in full force and effect.

Adopted by the
Board of Directors
on September 26, 1996

Approved by shareholders
November 6, 1996

Centennial Technologies Inc.
AMENDMENT NO. 4
1994 STOCK OPTION PLAN

The 1994 Stock Option Plan, as amended (the "Plan,-), is hereby amended as set forth below:

1. Article V of the Plan is hereby amended by deleting the first sentence thereof and substituting the following therefor.

"Subject to the provisions in Article XI of this Plan, the aggregate number of shares of Stock for which options may be granted under the Plan shall not exceed 3,000,000 shares."

2. In all other respects, the Plan shall remain in full force and effect.

Adopted by the Board of Directors on
November 6, 1996 to be effective
November 25, 1996 by virtue of a 2:1
stock split on November 25, 1996

Centennial Technologies, Inc.
AMENDMENT NO. 5
1994 STOCK OPTION PLAN

The 1994 Stock Option Plan, as amended (the "Plan"), is hereby amended as set forth below:

1. Article V of the Plan is hereby amended by deleting the first sentence thereof and substituting the following therefor:

"Subject to the provisions in Article XI of this Plan, the aggregate number of shares of Stock for which options may be granted under the Plan shall not exceed 6,000,000 shares."

2. In all other respects, the Plan shall remain in full force and effect.

Adopted by the
Board of Directors
on October 23, 1997

Approved by shareholders
September 9, 1998

EX-4 3 s8ex42.htm EXH 4.2

Exhibit 4.2

CENTENNIAL TECHNOLOGIES, INC.
1994 FORMULA STOCK OPTION PLAN

ARTICLE I
Purpose of the plan

The purposes of this plan is to encourage and enable non-employee Directors who are in a position to make significant contributions to the success of CENTENNIAL TECHNOLOGIES, INC. and of its affiliated corporations upon whose judgment, initiative and efforts the Corporation depends for the successful conduct of its business, to acquire a closer identification of their interests with those of the Corporation by providing them with opportunities to purchase stock in the Corporation pursuant to option granted hereunder, thereby stimulating their efforts on behalf of the Corporation and strengthening their desire to remain involved with the Corporation. Any non-employee Director designated to participate in the Plan is referred to as a "Participant".

ARTICLE II
Definitions

2.1 "Affiliated Corporation" means any stock corporation of which a majority of the voting common or capital stock is owned directly or indirectly by the Corporation.

2.2 "Award" means an option granted under Article V.

2.3 "Board" means the Board of Directors of the Corporation or, if one or more has been appointed, a Committee of the Board of Directors of the Corporation.

2.4 "Code" means Internal Revenue Code of 1986, as amended from time to time.

2.5 "Committee" means a Committee of not less than two members of the Board appointed by the Board to adminster the Plan.

2.6 "Corporation" means Centennial Technologies, Inc. a Delaware Corporation.

2.7 "Non-Employee" means any person who is not a regular full-time or part-time employee of the Corporation or an affiliated Corporation on or after January 1, 1994.

2.8 "Non-Qualified Option" means any option to intended to qualify as an Incentive Stock Option.

2.9 "Option" means a Non-Qualified Option granted by the Board under Article V of this Plan in the form of a right to purchase Stock evidenced by an instrument containing such provisions as the Board may establish.

2.10 "Participant" means a person who is to receive an award under the Plan.

2.11 "Plan" means this 1994 Formula Stock Option Plan.

2.12 "Reporting Person" means a person subject to Section 16 of the Securities Exchange Act of 1934 or any successor provision.

2.13 "Restricted Period" means the period of time selected by the Committee during which an award may be forfeited by the person.

2.14 "Stock" mean the Common Stock, $.01 par value, of the Corporation or any successor, including any adjustments in the event of changes in capital structure of the type described in Article XI.

ARTICLE III
Administration of the Plan

3.1 Administration by Board. This Plan may be administered by the Board of Directors or by a committee of the Board of Directors of the Corporation. If a Committee administers this Plan, the Board may from time to time, increase the size of the Committee or committees and appoint additional members thereto, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies however caused, or remove all members of the Committee or committees and thereafter directly administer the Plan. No member of the Board or a Committee shall be liable for any action or determination made in good faith with respect to the Plan or any options granted hereunder.

3.2 Powers. The Board of Directors and/or any Committee appointed by the Board shall have full and final authority to operate, manage and administer the Plan on behalf of the Corporation. This authority includes, but is not limited to:

(a) The power to grant awards conditionally or unconditionally,

(b) The power to prescribe the form or forms of any instruments evidencing Awards granted under this plan,

(c) The power to interpret the Plan,

(d) The power to delegate responsibility for Plan operation, management and administration on such terms, consistent with the Plan'. as the Board may establish,

(e) The power to delegate to other persons the responsibility of performing ministerial acts in furtherance of the Plan's purpose, and

(f) The power to engage the services of persons, companies, or organizations in furtherance of the Plan's purpose, including but not limited to, banks, insurance Companies brokerage firms and consultants

ARTICLE IV
Eligibility

4. Eligible Persons. All non-employee Directors are eligible to be granted Non-Qualified Option Awards under this Plan provided the person has not irrevocably elected to be ineligible to participate in the Plan.

ARTICLE V
Stock Option Awards

5.1 Number of Shares. Subject to the provisions of Article X1 of this Plan, the aggregate number of shares of Stock for which Options may be granted under this Plan shall not exceed Thirty Five Thousand (35,000) shares. Options shall be granted under this Plan, without approval or discretion on the part of the Board, to non-employee Directors as follows: Effective June 1, 1995, on the first business day immediately following the Corporation's annual meeting of shareholders, the Corporation shall grant, to each of its non-employee Directors who has served as a Director of the Corporation for at least one full year, options to purchase a total of 1,000 shares of Stock. The options shall be granted to a non-employee Director only if the Director is a Director on the date of the grant and has attended, during the Corporation's fiscal year Immediately preceding the grant, at least 75% of meetings of the Board of Directors and the Committees on which the Director has served. The exercise price of options granted to non-employee Directors shall be the fair market value of the shares of Stock on the date of the grant and said options shall vest completely and be exercisable one year from the date of the grant, subject to the Director's continued service as a Director on such date.

Each non-employee Director who becomes a Director after January 1, 1994 will receive, on the later of (i) the date he or she becomes a Director or (ii) the effective date of this Plan, options to purchase a total of 15,000 shares of Stock. The exercise price of such options will be 85% of the fair market value of the shares of Stock on the date of the grant. Said options shall vest completely and be exercisable immediately on the date of the grant.

The shares to be delivered upon exercise of Options under this Plan shall be made available, at the discretion of the Board, either from authorized but unissued shares or from previously issued and reacquired shares of Stock held by the Corporation as treasury shares, including shares purchased in the open market.

Stock issuable upon exercise of an option granted under the Plan may be subject to such restrictions on transfer or repurchase rights as shall be determined by the Board of Directors.

5.2 Effect of Expiration, Termination or Surrender. If an Option under this Plan shall expire or terminate exercised as to any shares covered thereby, or shall cease for any reason to be exercisable in whole or in part, or if the Corporation shall reacquire any unvested shares issued pursuant to Options under the Plan, such shares shall thereafter be available for the granting of other Options under this Plan

5.3 Term of Options. Each Option granted hereunder shall, be for a term five (5) years from the date of granting thereof. Each Option shall be subject to earlier termination as provided in Sections 6.3 and 6.4

5.4 Fair Market Value. If, at the time an Option is granted under the Plan, the Corporation's Stock is publicly traded, "fair market value" shall be -determined as of the last business day for which the prices or quotes discussed in this sentence are available prior to the date such Option is granted and shall mean (i) the average (on that date) of the high and low prices of the Stock on the principal national securities exchange on which the Stock is traded, if the Stock is then traded on a national securities exchange; or (ii) the last reported sale price (on that date) of the Stock on the NASDAQ National Market List, if the Stock is not then traded on a national securities exchange; or (iii) the average of the bid and asked prices last quoted (on that date) by an established quotation service for over-the-counter securities, if the Stock is not reported on the NASDAQ National. Market List. However, if the Stock is not publicly traded at the time an Option is granted under the Plan, "fair market value" shall be deemed to be the fair value of the Stock as determined by the Board after taking into consideration all factors which it deems appropriate, including, without limitation, recent sale and offer prices of the Stock in private transactions negotiated at arm's length.

5.5 Non-Transferability of Options No Option granted under this Plan shall be transferable by the grantee otherwise than by will or the laws of descent and distribution, and such Option may be exercised during the grantee's lifetime only by the grantee.

5.6 Foreign Nationals. Awards may be granted to Participants who are foreign nationals or employed outside the United States on such terms and conditions different from those specified in the Plan as the Committee considers necessary or advisable to achieve the purposes of the Plan or comply with applicable laws.

ARTICLE VI
Exercise of Option

6.1 Exercise. Each Option granted under this Plan shall be exercisable on such date or dates and during such period and for such number of shares as shall be determined pursuant to the provisions of the instrument evidencing such Option. The Board shall, have the right to accelerate the date of exercise of any option.

6.2 Notice of Exercise. A person electing to exercise an Option shall give written notice to the Corporation of such election and of the number of shares he or she has elected to purchase and shall at the time of exercise tender-the full purchase price of the shares he or she has elected to purchase. The purchase price can. be paid partly or completely in shares of the Corporation's stock valued at Fair Market Value as defined in Section 5.4 hereof, or by any such other lawful consideration as the Board may determine. Until such person has been issued a certificate or certificates for the shares so purchased and has fully paid the purchase price for such shares, he or she shall possess no rights of a record holder with respect to any of such shares. If the Corporation elects to receive payment for such shares by means of a promissory note, such note, if issued to an officer, director or holder of 5% or more of the Corporation's outstanding Common Stock, shall, provide for payment of interest at a rate no less than the interest rate then payable by the Corporation to its principal commercial lender, or if the Corporation has no loan outstanding to a commercial lender, then the interest rate payable shall equal the prevailing prime rate of interest then charged by commercial banks headquartered in Massachusetts (as determined by the Board of Directors in its reasonable discretion) plus two percent.

6.3 Option Unaffected by Certain Changes. A Director's term shall be considered as continuing uninterrupted during any bon a fide leave of absence (such as those attributable to illness, military obligations or governmental service) provided that the period of such leave does not exceed go days or, if longer, any period during which such optionee's right to reemployment is guaranteed by statute. A bona fide leave of absence with the written approval of the Board shall not be considered an interruption of service under the Plan.

6.4 Death of Optionee. Should an optionee die while in possession of the legal right to exercise an Option or Options under this Plan, such persons as shall have acquired, by will or by the laws of descent and distribution, the right to exercise any Options therefore granted, may, unless otherwise provided by the Board in any instrument evidencing any option, exercise such Options until the expiration of the original term of the Options, provided, further, that any such exercise shall be limited to the purchase rights that have accrued as of the date when the optionee ceased to be a Director whether by death or otherwise.

ARTICLE VII
Reporting Person Limitations

To the extent required to qualify for the exemption provided by Rule 16b- 3 under the Securities Exchange Act of 1934, and any successor provision, at least six months must elapse from the date of acquisition of an Option by a Reporting Person to the date of disposition of such Option (other than upon exercise) or its underlying Common Stock.

ARTICLE VIII
Terms and Conditions of Options

Options shall be evidenced by instruments (which need not be identical) in such forms as the Board may from time to time approve. Such instruments shall conform to the terms and conditions set forth in Articles V and VI hereof and may contain such other provisions as the Board deems advisable that are not inconsistent with the Plan, including restrictions applicable to shares of Stock issuable upon enterprise of Options. In granting any Non-Qualified Option, the Board may specify that such Non-Qualified Option shall be subject to such other termination and cancellation provisions as the Board may determine. The Board may from time to time confer authority and responsibility on one or more of its own members and/or

one or more officers of the Corporation to execute and deliver such instruments. The proper officers of the Corporation are authorized and directed to take any and all action necessary or advisable from time to time to carry out the terms of such instruments.

ARTICLE IX
Benefit Plans

Awards under the Plan are not discretionary. Awards may not be used in determining the amount of compensation for any purpose under the benefit plans of the Corporation, or an Affiliated Corporation, except as the Board may from time to time expressly provide. Neither the Plan, an Option or any instrument evidencing an Option confers upon any Participant any right to continue as a Director of, or consultant or advisor to, the Corporation or an Affiliated Corporation. Except as specifically provided by the Board in any particular case, the loss of existing or potential profits granted under this Plan shall not constitute an element of damages in the event of termination of the relationship of a Participant even if the termination is in violation of an obligation of the Corporation to the Participant by contract or otherwise.

ARTICLE X
Amendment, Suspension or Termination of the Plan

The Board may suspend the Plan or any part thereof at any time or may terminate the Plan in its entirety. Awards shall not be granted after Plan termination. The Plan may not be amended more than once every six months, unless such changes are necessary to comport with changes in the Code, the Employee Retirement Income Security Act, or the rules thereunder. Subject to the foregoing, the Board may also amend the Plan from time to time, except that amendments that affect the following subjects must be approved by stockholders of the Corporation:

(a) Except as provided in Article XIrelative to capital changes, the number of shares as to which Options may be, granted pursuant to Article V;

(b) The maximum term of Options granted

(c) The minimum price at which Options may be granted;

(d) The term of the Plan; and

(e) The requirements as to eligibility for participation in the Plan.

Awards granted prior to suspension or termination of the Plan may not be cancelled solely because of such suspension or termination, except with the consent of the grantee of the Award.

ARTICLE XI
Changes in Capital Structure

The instruments evidencing Options granted hereunder shall be subject to adjustment in the event of changes in the outstanding Stock of the Corporation by reason of stock dividends, Stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the date of an Award to the same extent as would affect an actual share of Stock issued and outstanding on the effective date of such change. Such adjustment to outstanding Options shall be made without change in the total price applicable to the unexercised portion of such options, and a corresponding adjustment in the applicable option price per share shall be made. In the event of any such change, the aggregate number and classes of shares for which Options may thereafter be granted under Section 5.1 of this Plan may be appropriately adjusted as determined by the Board so as to reflect such change.

ARTICLE XII

ARTICLE XIII Effective Date and Term of the Plan

The Plan shall become effective on October 5, 1994. The Plan shall continue until such time as it may be terminated by action of the Board of the Committee; provided, however, that no Options may be granted under this Plan on or after the tenth anniversary of the effective date hereof.

ARTICLE XIII
Application of Funds

The proceeds received by the Corporation from the sale of shares pursuant to options granted under the Plan shall be used for general corporate purposes.

ARTICLE XIV
Governmental Regulation

The Corporation's obligation to sell and deliver shares of Stock under this Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such shares.

ARTICLE XV
Withholding of Additional Income Taxes

Upon the exercise of a Non-Qualified Option the Corporation, in accordance with Section 3402(a) of the Code, may require the optionee to pay additional withholding taxes in respect of the amount that is considered compensation includible in such person's gross income. The Board in its discretion may condition the exercise of an Option on the payment of such additional withholding taxes.

ARTICLE XVI
Governing Law; Construction

The validity and construction of the Plan and the instruments evidencing Options shall, be governed by the internal laws of the Commonwealth of Massachusetts (without regard to the conflict of law principles thereof). In construing this Plan, the singular shall include the plural and the masculine gender shall include the feminine and neuter, unless the context otherwise requires.

Centennial Technologies, Inc
AMENDMENT NO. 1
1994 FORMULA STOCK OPTION PLAN

The 1994 Formula Stock Option Plan, as amended (the "Plan"), is hereby amended as set forth below:

1. Article V of the Plan is hereby amended by deleting the first sentence thereof and substituting the following therefor:

"Subject to the provisions in Article XI of this Plan, the aggregate number of shares of Stock for which options may be granted under the Plan shall not exceed 60,000 shares."

2. Article 5.1 of the Plan is hereby amended by deleting the second paragraph thereof and substituting the following therefor:

"Each non-employee Director who becomes a Director after January 1, 1994 will receive, on the later of (i) the date he or she becomes a Director or (ii) the effective date of this Plan, options to purchase a total of 5,000 shares of Stock. The exercise price of such options will be 85% of the fair market value of the shares of Stock on the date of the grant. Said options shall vest completely and be exercisable immediately on the date of the grant."

3. In all other respects, the Plan shall remain in full force and effect.

Adopted by the
Board of Directors on
June 30, 1995

Approved by shareholders
August 9, 1995

Centennial Technologies, Inc.
AMENDMENT NO. 2
1994 FORMULA STOCK OPTION PLAN

The 1994 Formula Stock Option Plan, as amended (the "Plan") is hereby amended as set forth below:

1. Article V of the Plan is hereby amended by deleting the first sentence thereof and substituting the following therefor:

"Subject to the Provisions in Article XI of this Plan, the aggregate number of shares of Stock for which options may be granted under the Plan shall not exceed 90,000 shares."

2. The second sentence of Article 5.1 of the Plan is hereby amended by deleting the number "1,000" set forth therein and inserting in lieu thereof the number "1,500",

3. In all other respects, the Plan shall remain in full force and effect.

Effective August 30, 1995 by
virtue of a 3:2 Stock Split, in the form
of a dividend, approved by the
Board of Directors on June 30, 1995

Centennial Technologies, Inc.
AMENDMENT NO. 3
1994 FORMULA STOCK OPTION PLAN

The 1994 Formula Stock Option Plan, as amended (the "Plan"), is hereby amended as set forth below:

1. Article V of the Plan is hereby amended by deleting the second paragraph thereof and substituting the following therefor:

"The exercise price of such options will be the fair market value of the shares of Stock on the date of the grant. Said options shall vest completely and be exercisable immediately on the date of the grant."

2. In all other respects, the Plan shall remain in full force and effect.

Adopted by the
Board of Directors
on September 26, 1996

Approved by shareholders
November 6,1996

Centennial Technologies, Inc.
AMENDMENT NO. 4
1994 FORMULA STOCK OPTION PLAN

The 1994 Formula Stock Option Plan, as amended (the "Plan"), is hereby amended as set forth below:

1. Article V of the Plan is hereby amended by deleting the first sentence A thereof and substituting the following therefor:

"Subject to the provisions in Article XI of this Plan, the aggregate number of shares of Stock for which options may be granted under the Plan shall not exceed 180,000 shares."

2. The second sentence of Article 5.1 of the Plan is hereby amended by deleting the number "1,500" set forth therein and inserting in lieu thereof the number 3,000."

3. The second paragraph of Article 5.1 of the Plan is hereby amended by deleting the number "7,500" set forth therein and inserting in lieu thereof the number "15,000"

4. In all other respects, the Plan shall remain in full force and effect.

Effective November 25, 1996 by
virtue of a 2:1 stock split, in the form
of a dividend, Approved by the
Board of Directors on
November 6,1996

Centennial Technologies, Inc.
AMENDMENT NO. 5
1994 FORMULA STOCK OPTION PLAN

The 1994 Formula Stock Option Plan, as amended (the ''Plan''), is hereby amended as set forth below:

1. Article V of the Plan is hereby amended by deleting the first sentence thereof and substituting the following therefor:

"Subject to the provisions in Article XI of this Plan, the aggregate number of shares of Stock for which options may be granted under the Plan shall not exceed 300,000 shares"

2. In all other respects, the Plan shall remain in full force and effect.

Adopted by the
Board of Directors
on October 23, 1997

Approved by shareholders
September 9, 1998

EX-4 4 s8ex43.htm EXH 4.3 [TITLE]05102001 S8 PLAN 4.3[/TITLE]

Exhibit 4.3

Centennial Technologies, Inc.

1999 STOCK INCENTIVE PLAN

1. PURPOSE

The purpose of this 1999 Stock Incentive Plan (the "Plan") of Centennial Technologies, Inc., a Delaware corporation (the "Company"), is to advance the interests of the Company's stockholders by enhancing the Company's ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and performance-based incentives and thereby better aligning the interests of such persons with those of the Company's stockholders. Except where the context otherwise requires, the term "Company" shall include any of the Company's present or future subsidiary corporations as defined in Section 424(f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the "Code").

2. ELIGIBILITY

All of the Company's employees, officers, directors, consultants and advisors (and any individuals who have accepted an offer for employment) are eligible to be granted options, restricted stock awards, or other stock-based awards (each, an "Award") under the Plan. Each person who has been granted an Award under the Plan shall be deemed a "Participant".

3. ADMINISTRATION, DELEGATION

ADMINISTRATION BY BOARD OF DIRECTORS. The Plan will be administered by the Board of Directors of the Company (the "Board"). The Board shall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan, as it shall deem advisable. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All decisions by the Board shall be made in the Board's sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award. No director or person acting pursuant to the authority delegated by the Board shall be liable for any action or determination relating to or under the Plan made in good faith.

DELEGATION TO EXECUTIVE OFFICERS. To the extent permitted by applicable law, the Board or any Committee (as defined in Section 3(c)) may delegate to one or more executive officers of the Company the power to make Awards to new employees of the Company, excluding directors and officers, and to exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the maximum number of shares subject to Awards and the maximum number of shares for any one Participant to be made by such executive officers.

APPOINTMENT OF COMMITTEES. To the extent permitted by applicable law, the Board shall appoint a committee or subcommittee of the Board (a "Committee") of not less than two members, each member of which shall be an "outside director" within the meaning of Section 162(m) of the Code and a "non-employee director" as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"). All references in the Plan to the "Board" shall mean the Board or a Committee of the Board or the executive officer referred to in Section 3(b) to the extent that the Board's powers or authority under the Plan have been delegated to such Committee or executive officer.

A-1

4. STOCK AVAILABLE FOR AWARDS

NUMBER OF SHARES. Subject to adjustment under Section 8, Awards may be made under the Plan for up to 1,000,000 shares of common stock, $.01 par value per share, of the Company (the "Common Stock"). If any Award expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan, subject, however, in the case of Incentive Stock Options (as hereinafter defined), to any limitation required under the Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

PER-PARTICIPANT LIMIT. Subject to adjustment under Section 8, the maximum number of shares of Common Stock with respect to which Awards may be granted to any Participant under the Plan shall be 500,000 per calendar year. The per-Participant limit described in this Section 4(b) shall be construed and applied consistently with Section 162(m) of the Code ("Section 162(m)").

5. STOCK OPTIONS

GENERAL. The Board may grant options to purchase Common Stock (each, an "Option") and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable. An Option which is not intended to be an Incentive Stock Option (as hereinafter defined) shall be designated a "Nonstatutory Stock Option".

INCENTIVE STOCK OPTIONS. An Option that the Board intends to be an "incentive stock option" as defined in Section 422 of the Code (an "Incentive Stock Option") shall only be granted to employees of the Company and shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof) which is intended to be an Incentive Stock Option is not an Incentive Stock Option.

EXERCISE PRICE. The Board shall establish the exercise price at the time each Option is granted and specify it in the applicable option agreement; provided, however, that the exercise price shall be not less than 100% of the fair market value of the Common Stock, as determined by the Board, at the time the Option is granted.

DURATION OF OPTIONS. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable option agreement; provided, however, that no Option will be granted for a term in excess of 10 years.

EXERCISE OF OPTION. Options may be exercised by delivery to the Company of a written notice of exercise signed by the proper person or by any other form of notice (including electronic notice) approved by the Board together with payment in full as specified in Section 5(f) for the number of shares for which the Option is exercised. No Option that is classified as an Incentive Stock Option may be exercised within one year of the date of grant of such Option.

PAYMENT UPON EXERCISE. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:

(1) in cash or by check, payable to the order of the Company;

(2) except as the Board may, in its sole discretion, otherwise provide in an option agreement, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price;

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(3) by delivery of shares of Common Stock owned by the Participant valued at their fair market value as determined by (or in a manner approved by) the Board in good faith ("Fair Market Value"), provided (i) such method of payment is then permitted under applicable law and (ii) such Common Stock was owned by the Participant at least six months prior to such delivery;

(4) to the extent permitted by the Board, in its sole discretion and consistent with applicable law, by (i) delivery of a promissory note of the Participant to the Company on terms determined by the Board, or (ii) payment of such other lawful consideration as the Board may determine; or

(5) by any combination of the above permitted forms of payment.

6. RESTRICTED STOCK

GRANTS. The Board may grant Awards entitling recipients to acquire shares of Common Stock, subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award (each, a "Restricted Stock Award").

TERMS AND CONDITIONS. The Board shall determine the terms and conditions of any such Restricted Stock Award, including the conditions for repurchase (or forfeiture) and the issue price, if any. Any stock certificates issued in respect of a Restricted Stock Award shall be registered in the name of the Participant and, unless otherwise determined by the Board, deposited by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant's death (the "Designated Beneficiary"). In the absence of an effective designation by a Participant, Designated Beneficiary shall mean the Participant's estate.

7. OTHER STOCK-BASED AWARDS

The Board shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine, including the grant of shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights.

8. ADJUSTMENTS FOR CHANGES IN COMMON STOCK AND CERTAIN OTHER EVENTS

CHANGES IN CAPITALIZATION. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than a normal cash dividend, (i) the number and class of securities available under this Plan, (ii) the per-Participant limit set forth in Section 4(b), (iii) the number and class of securities and exercise price per share subject to each outstanding Option, (iv) the repurchase price per share subject to each outstanding Restricted Stock Award, and (v) the terms of each other outstanding Award shall be appropriately adjusted by the Company (or substituted Awards may be made, if applicable) to the extent the Board shall determine, in good faith, that such an adjustment (or substitution) is necessary and appropriate. If this Section 8(a) applies and Section 8(c) also applies to any event, Section 8(c) shall be applicable to such event, and this Section 8(a) shall not be applicable.

LIQUIDATION OR DISSOLUTION. In the event of a proposed liquidation or dissolution of the Company, the Board shall upon written notice to the Participants provide that all then unexercised Options will (i) become exercisable in full as of a specified time at least 10 business days prior to the effective date of such liquidation or dissolution and (ii) terminate effective upon such liquidation or dissolution, except to the extent exercised before such effective date. The Board may specify the effect of a liquidation or dissolution on any Restricted Stock Award or other Award granted under the Plan at the time of the grant of such Award.

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ACQUISITION EVENTS

DEFINITION. An "Acquisition Event" shall mean: (a) any merger or consolidation of the Company with or into another entity as a result of which the Common Stock is converted into or exchanged for the right to receive cash, securities or other property or (b) any exchange of shares of the Company for cash, securities or other property pursuant to a statutory share exchange transaction.

CONSEQUENCES OF AN ACQUISITION EVENT ON OPTIONS. Upon the occurrence of an Acquisition Event, or the execution by the Company of any agreement with respect to an Acquisition Event, the Board shall provide that all outstanding Options shall be assumed, or equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof). For purposes hereof, an Option shall be considered to be assumed if, following consummation of the Acquisition Event, the Option confers the right to purchase, for each share of Common Stock subject to the Option immediately prior to the consummation of the Acquisition Event, the consideration (whether cash, securities or other property) received as a result of the Acquisition Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Acquisition Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Acquisition Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of Options to consist solely of common stock of the acquiring or succeeding corporation (or an affiliate thereof) equivalent in fair market value to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Acquisition Event.

Notwithstanding the foregoing, if the acquiring or succeeding corporation (or an affiliate thereof) does not agree to assume, or substitute for, such Options, then the Board shall, upon written notice to the Participants, provide that all then unexercised Options will become exercisable in full as of a specified time prior to the Acquisition Event and will terminate immediately prior to the consummation of such Acquisition Event, except to the extent exercised by the Participants before the consummation of such Acquisition Event; provided, however, that in the event of an Acquisition Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share of Common Stock surrendered pursuant to such Acquisition Event (the "Acquisition Price"), then the Board may instead provide that all outstanding Options shall terminate upon consummation of such Acquisition Event and that each Participant shall receive, in exchange therefor, a cash payment equal to the amount (if any) by which (A) the Acquisition Price multiplied by the number of shares of Common Stock subject to such outstanding Options (whether or not then exercisable), exceeds (B) the aggregate exercise price of such Options.

CONSEQUENCES OF AN ACQUISITION EVENT ON RESTRICTED STOCK AWARDS. Upon the occurrence of an Acquisition Event, the repurchase and other rights of the Company under each outstanding Restricted Stock Award shall inure to the benefit of the Company's successor and shall apply to the cash, securities or other property which the Common Stock was converted into or exchanged for pursuant to such Acquisition Event in the same manner and to the same extent as they applied to the Common Stock subject to such Restricted Stock Award.

CONSEQUENCES OF AN ACQUISITION EVENT ON OTHER AWARDS. The Board shall specify the effect of an Acquisition Event on any other Award granted under the Plan at the time of the grant of such Award.

9. GENERAL PROVISIONS APPLICABLE TO AWARDS

TRANSFERABILITY OF AWARDS. Except as the Board may otherwise determine or provide in an Award, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either

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voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the life of the Participant, shall be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees.

DOCUMENTATION. Each Award shall be evidenced by a written instrument in such form as the Board shall determine; such written instrument may be in the form of an agreement signed by the Company and the Participant or a written confirming memorandum to the Participant from the Company. Each Award may contain terms and conditions in addition to those set forth in the Plan.

BOARD DISCRETION. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.

TERMINATION OF STATUS. The Board shall determine the effect on an Award of the disability, death, retirement, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, the Participant's legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award.

WITHHOLDING. Each Participant shall pay to the Company, or make provision satisfactory to the Board for payment of, any taxes required by law to be withheld in connection with Awards to such Participant no later than the date of the event creating the tax liability. Except as the Board may otherwise provide in an Award, when the Common Stock is registered under the Exchange Act, Participants may, to the extent then permitted under applicable law, satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value. The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to a Participant.

AMENDMENT OF AWARD. The Board may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided that the Participant's consent to such action shall be required unless the Board determines that the action, taking into account any related action, would not materially and adversely affect the Participant.

CONDITIONS ON DELIVERY OF STOCK. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company's counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.

Acceleration. The Board may at any time provide that any Options shall become immediately exercisable in full or in part, that any Restricted Stock Awards shall be free of restrictions in full or in part or that any other Awards may become exercisable in full or in part or free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be.

10. MISCELLANEOUS

NO RIGHT TO EMPLOYMENT OR OTHER STATUS. No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award.

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NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder of such shares. Notwithstanding the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to such Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.

EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective on the date on which it is adopted by the Board, but the classification of an Option granted to a Participant under the Plan as an Incentive Stock Option shall be conditioned upon the approval of the Plan by the Company's stockholders within one year of the effective date of the Plan. No Award granted to a Participant after the first anniversary of the effective date of the Plan that is intended to comply with Section 162(m) shall become exercisable, vested or realizable, as applicable to such Award, unless and until the Plan has been approved by the Company's stockholders to the extent stockholder approval is required by Section 162(m) in the manner required under Section 162(m) (including the vote required under Section 162(m)). No Awards shall be granted under the Plan after the completion of ten years from the earlier of (i) the date on which the Plan was adopted by the Board or (ii) the date the Plan was approved by the Company's stockholders, but Awards previously granted may extend beyond that date.

AMENDMENT OF PLAN. The Board may amend, suspend or terminate the Plan or any portion thereof at any time, provided that to the extent required by Section 162(m), no Award granted to a Participant after the first anniversary of the effective date of the Plan and after the date of such amendment that is intended to comply with Section 162(m) shall become exercisable, realizable or vested, as applicable to such Award, unless and until such amendment shall have been approved by the Company's stockholders are required by Section 162(m) (including the vote required under Section 162(m)).

GOVERNING LAW. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law.

[/HTML] EX-5 5 s8ex51.htm EXH 5.1

Exhibit 5.1

WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION

650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811

May 10, 2001

Solectron Corporation
777 Gibraltar Drive
Milpitas, California 95035

    RE: Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about May 10, 2001 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, the offer and sale of 769,989 shares of your Common Stock, par value $0.001 per share, under the Centennial Technologies, Inc. ("Centennial") 1999 Stock Incentive Plan, Centennial 1994 Stock Option Plan and Centennial 1994 Formula Stock Option Plan. Such shares of your Common Stock are referred to herein as the "Shares" and such plans and compensation agreements are referred to herein as the "Plans". Solectron Corporation assumed these Plans in connection with its acquisition of Centennial on April 30, 2001. As your counsel in connection with the foregoing transaction, we have examined the proceedings taken and are familiar with the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plans.

It is our opinion that, when issued and sold in the manner described in the Plans and pursuant to the agreements which accompany each grant under the Plans, the Shares will be legally and validly issued, fully paid and non-assessable Shares of your Common Stock.

We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.

Very truly yours,

/s/ Wilson Sonsini Goodrich & Rosati

WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation

EX-23 6 s8ex231.htm EXH 23.1

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors of Solectron Corporation:

We consent to incorporation herein by reference our report dated September 15, 2000, relating to the consolidated balance sheets of Solectron Corporation and subsidiaries as of August 31, 2000 and 1999, and the related consolidated statements of income, stockholders' equity, comprehensive income and cash flows for each of the years in the three-year period ended August 31, 2000, and the related schedule, which report appears in the August 31, 2000, annual report on Form 10-K of Solectron Corporation.

/s/ KPMG LLP

Mountain View, California
May 9, 2001

-----END PRIVACY-ENHANCED MESSAGE-----

EX-4

Exhibit 4.2

CENTENNIAL TECHNOLOGIES, INC.
1994 FORMULA STOCK OPTION PLAN

ARTICLE I
Purpose of the plan

The purposes of this plan is to encourage and enable non-employee Directors who are in a position to make significant contributions to the success of CENTENNIAL TECHNOLOGIES, INC. and of its affiliated corporations upon whose judgment, initiative and efforts the Corporation depends for the successful conduct of its business, to acquire a closer identification of their interests with those of the Corporation by providing them with opportunities to purchase stock in the Corporation pursuant to option granted hereunder, thereby stimulating their efforts on behalf of the Corporation and strengthening their desire to remain involved with the Corporation. Any non-employee Director designated to participate in the Plan is referred to as a "Participant".

ARTICLE II
Definitions

2.1 "Affiliated Corporation" means any stock corporation of which a majority of the voting common or capital stock is owned directly or indirectly by the Corporation.

2.2 "Award" means an option granted under Article V.

2.3 "Board" means the Board of Directors of the Corporation or, if one or more has been appointed, a Committee of the Board of Directors of the Corporation.

2.4 "Code" means Internal Revenue Code of 1986, as amended from time to time.

2.5 "Committee" means a Committee of not less than two members of the Board appointed by the Board to adminster the Plan.

2.6 "Corporation" means Centennial Technologies, Inc. a Delaware Corporation.

2.7 "Non-Employee" means any person who is not a regular full-time or part-time employee of the Corporation or an affiliated Corporation on or after January 1, 1994.

2.8 "Non-Qualified Option" means any option to intended to qualify as an Incentive Stock Option.

2.9 "Option" means a Non-Qualified Option granted by the Board under Article V of this Plan in the form of a right to purchase Stock evidenced by an instrument containing such provisions as the Board may establish.

2.10 "Participant" means a person who is to receive an award under the Plan.

2.11 "Plan" means this 1994 Formula Stock Option Plan.

2.12 "Reporting Person" means a person subject to Section 16 of the Securities Exchange Act of 1934 or any successor provision.

2.13 "Restricted Period" means the period of time selected by the Committee during which an award may be forfeited by the person.

2.14 "Stock" mean the Common Stock, $.01 par value, of the Corporation or any successor, including any adjustments in the event of changes in capital structure of the type described in Article XI.

ARTICLE III
Administration of the Plan

3.1 Administration by Board. This Plan may be administered by the Board of Directors or by a committee of the Board of Directors of the Corporation. If a Committee administers this Plan, the Board may from time to time, increase the size of the Committee or committees and appoint additional members thereto, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies however caused, or remove all members of the Committee or committees and thereafter directly administer the Plan. No member of the Board or a Committee shall be liable for any action or determination made in good faith with respect to the Plan or any options granted hereunder.

3.2 Powers. The Board of Directors and/or any Committee appointed by the Board shall have full and final authority to operate, manage and administer the Plan on behalf of the Corporation. This authority includes, but is not limited to:

(a) The power to grant awards conditionally or unconditionally,

(b) The power to prescribe the form or forms of any instruments evidencing Awards granted under this plan,

(c) The power to interpret the Plan,

(d) The power to delegate responsibility for Plan operation, management and administration on such terms, consistent with the Plan'. as the Board may establish,

(e) The power to delegate to other persons the responsibility of performing ministerial acts in furtherance of the Plan's purpose, and

(f) The power to engage the services of persons, companies, or organizations in furtherance of the Plan's purpose, including but not limited to, banks, insurance Companies brokerage firms and consultants

ARTICLE IV
Eligibility

4. Eligible Persons. All non-employee Directors are eligible to be granted Non-Qualified Option Awards under this Plan provided the person has not irrevocably elected to be ineligible to participate in the Plan.

ARTICLE V
Stock Option Awards

5.1 Number of Shares. Subject to the provisions of Article X1 of this Plan, the aggregate number of shares of Stock for which Options may be granted under this Plan shall not exceed Thirty Five Thousand (35,000) shares. Options shall be granted under this Plan, without approval or discretion on the part of the Board, to non-employee Directors as follows: Effective June 1, 1995, on the first business day immediately following the Corporation's annual meeting of shareholders, the Corporation shall grant, to each of its non-employee Directors who has served as a Director of the Corporation for at least one full year, options to purchase a total of 1,000 shares of Stock. The options shall be granted to a non-employee Director only if the Director is a Director on the date of the grant and has attended, during the Corporation's fiscal year Immediately preceding the grant, at least 75% of meetings of the Board of Directors and the Committees on which the Director has served. The exercise price of options granted to non-employee Directors shall be the fair market value of the shares of Stock on the date of the grant and said options shall vest completely and be exercisable one year from the date of the grant, subject to the Director's continued service as a Director on such date.

Each non-employee Director who becomes a Director after January 1, 1994 will receive, on the later of (i) the date he or she becomes a Director or (ii) the effective date of this Plan, options to purchase a total of 15,000 shares of Stock. The exercise price of such options will be 85% of the fair market value of the shares of Stock on the date of the grant. Said options shall vest completely and be exercisable immediately on the date of the grant.

The shares to be delivered upon exercise of Options under this Plan shall be made available, at the discretion of the Board, either from authorized but unissued shares or from previously issued and reacquired shares of Stock held by the Corporation as treasury shares, including shares purchased in the open market.

Stock issuable upon exercise of an option granted under the Plan may be subject to such restrictions on transfer or repurchase rights as shall be determined by the Board of Directors.

5.2 Effect of Expiration, Termination or Surrender. If an Option under this Plan shall expire or terminate exercised as to any shares covered thereby, or shall cease for any reason to be exercisable in whole or in part, or if the Corporation shall reacquire any unvested shares issued pursuant to Options under the Plan, such shares shall thereafter be available for the granting of other Options under this Plan

5.3 Term of Options. Each Option granted hereunder shall, be for a term five (5) years from the date of granting thereof. Each Option shall be subject to earlier termination as provided in Sections 6.3 and 6.4

5.4 Fair Market Value. If, at the time an Option is granted under the Plan, the Corporation's Stock is publicly traded, "fair market value" shall be -determined as of the last business day for which the prices or quotes discussed in this sentence are available prior to the date such Option is granted and shall mean (i) the average (on that date) of the high and low prices of the Stock on the principal national securities exchange on which the Stock is traded, if the Stock is then traded on a national securities exchange; or (ii) the last reported sale price (on that date) of the Stock on the NASDAQ National Market List, if the Stock is not then traded on a national securities exchange; or (iii) the average of the bid and asked prices last quoted (on that date) by an established quotation service for over-the-counter securities, if the Stock is not reported on the NASDAQ National. Market List. However, if the Stock is not publicly traded at the time an Option is granted under the Plan, "fair market value" shall be deemed to be the fair value of the Stock as determined by the Board after taking into consideration all factors which it deems appropriate, including, without limitation, recent sale and offer prices of the Stock in private transactions negotiated at arm's length.

5.5 Non-Transferability of Options No Option granted under this Plan shall be transferable by the grantee otherwise than by will or the laws of descent and distribution, and such Option may be exercised during the grantee's lifetime only by the grantee.

5.6 Foreign Nationals. Awards may be granted to Participants who are foreign nationals or employed outside the United States on such terms and conditions different from those specified in the Plan as the Committee considers necessary or advisable to achieve the purposes of the Plan or comply with applicable laws.

ARTICLE VI
Exercise of Option

6.1 Exercise. Each Option granted under this Plan shall be exercisable on such date or dates and during such period and for such number of shares as shall be determined pursuant to the provisions of the instrument evidencing such Option. The Board shall, have the right to accelerate the date of exercise of any option.

6.2 Notice of Exercise. A person electing to exercise an Option shall give written notice to the Corporation of such election and of the number of shares he or she has elected to purchase and shall at the time of exercise tender-the full purchase price of the shares he or she has elected to purchase. The purchase price can. be paid partly or completely in shares of the Corporation's stock valued at Fair Market Value as defined in Section 5.4 hereof, or by any such other lawful consideration as the Board may determine. Until such person has been issued a certificate or certificates for the shares so purchased and has fully paid the purchase price for such shares, he or she shall possess no rights of a record holder with respect to any of such shares. If the Corporation elects to receive payment for such shares by means of a promissory note, such note, if issued to an officer, director or holder of 5% or more of the Corporation's outstanding Common Stock, shall, provide for payment of interest at a rate no less than the interest rate then payable by the Corporation to its principal commercial lender, or if the Corporation has no loan outstanding to a commercial lender, then the interest rate payable shall equal the prevailing prime rate of interest then charged by commercial banks headquartered in Massachusetts (as determined by the Board of Directors in its reasonable discretion) plus two percent.

6.3 Option Unaffected by Certain Changes. A Director's term shall be considered as continuing uninterrupted during any bon a fide leave of absence (such as those attributable to illness, military obligations or governmental service) provided that the period of such leave does not exceed go days or, if longer, any period during which such optionee's right to reemployment is guaranteed by statute. A bona fide leave of absence with the written approval of the Board shall not be considered an interruption of service under the Plan.

6.4 Death of Optionee. Should an optionee die while in possession of the legal right to exercise an Option or Options under this Plan, such persons as shall have acquired, by will or by the laws of descent and distribution, the right to exercise any Options therefore granted, may, unless otherwise provided by the Board in any instrument evidencing any option, exercise such Options until the expiration of the original term of the Options, provided, further, that any such exercise shall be limited to the purchase rights that have accrued as of the date when the optionee ceased to be a Director whether by death or otherwise.

ARTICLE VII
Reporting Person Limitations

To the extent required to qualify for the exemption provided by Rule 16b- 3 under the Securities Exchange Act of 1934, and any successor provision, at least six months must elapse from the date of acquisition of an Option by a Reporting Person to the date of disposition of such Option (other than upon exercise) or its underlying Common Stock.

ARTICLE VIII
Terms and Conditions of Options

Options shall be evidenced by instruments (which need not be identical) in such forms as the Board may from time to time approve. Such instruments shall conform to the terms and conditions set forth in Articles V and VI hereof and may contain such other provisions as the Board deems advisable that are not inconsistent with the Plan, including restrictions applicable to shares of Stock issuable upon enterprise of Options. In granting any Non-Qualified Option, the Board may specify that such Non-Qualified Option shall be subject to such other termination and cancellation provisions as the Board may determine. The Board may from time to time confer authority and responsibility on one or more of its own members and/or

one or more officers of the Corporation to execute and deliver such instruments. The proper officers of the Corporation are authorized and directed to take any and all action necessary or advisable from time to time to carry out the terms of such instruments.

ARTICLE IX
Benefit Plans

Awards under the Plan are not discretionary. Awards may not be used in determining the amount of compensation for any purpose under the benefit plans of the Corporation, or an Affiliated Corporation, except as the Board may from time to time expressly provide. Neither the Plan, an Option or any instrument evidencing an Option confers upon any Participant any right to continue as a Director of, or consultant or advisor to, the Corporation or an Affiliated Corporation. Except as specifically provided by the Board in any particular case, the loss of existing or potential profits granted under this Plan shall not constitute an element of damages in the event of termination of the relationship of a Participant even if the termination is in violation of an obligation of the Corporation to the Participant by contract or otherwise.

ARTICLE X
Amendment, Suspension or Termination of the Plan

The Board may suspend the Plan or any part thereof at any time or may terminate the Plan in its entirety. Awards shall not be granted after Plan termination. The Plan may not be amended more than once every six months, unless such changes are necessary to comport with changes in the Code, the Employee Retirement Income Security Act, or the rules thereunder. Subject to the foregoing, the Board may also amend the Plan from time to time, except that amendments that affect the following subjects must be approved by stockholders of the Corporation:

(a) Except as provided in Article XIrelative to capital changes, the number of shares as to which Options may be, granted pursuant to Article V;

(b) The maximum term of Options granted

(c) The minimum price at which Options may be granted;

(d) The term of the Plan; and

(e) The requirements as to eligibility for participation in the Plan.

Awards granted prior to suspension or termination of the Plan may not be cancelled solely because of such suspension or termination, except with the consent of the grantee of the Award.

ARTICLE XI
Changes in Capital Structure

The instruments evidencing Options granted hereunder shall be subject to adjustment in the event of changes in the outstanding Stock of the Corporation by reason of stock dividends, Stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the date of an Award to the same extent as would affect an actual share of Stock issued and outstanding on the effective date of such change. Such adjustment to outstanding Options shall be made without change in the total price applicable to the unexercised portion of such options, and a corresponding adjustment in the applicable option price per share shall be made. In the event of any such change, the aggregate number and classes of shares for which Options may thereafter be granted under Section 5.1 of this Plan may be appropriately adjusted as determined by the Board so as to reflect such change.

ARTICLE XII

ARTICLE XIII Effective Date and Term of the Plan

The Plan shall become effective on October 5, 1994. The Plan shall continue until such time as it may be terminated by action of the Board of the Committee; provided, however, that no Options may be granted under this Plan on or after the tenth anniversary of the effective date hereof.

ARTICLE XIII
Application of Funds

The proceeds received by the Corporation from the sale of shares pursuant to options granted under the Plan shall be used for general corporate purposes.

ARTICLE XIV
Governmental Regulation

The Corporation's obligation to sell and deliver shares of Stock under this Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such shares.

ARTICLE XV
Withholding of Additional Income Taxes

Upon the exercise of a Non-Qualified Option the Corporation, in accordance with Section 3402(a) of the Code, may require the optionee to pay additional withholding taxes in respect of the amount that is considered compensation includible in such person's gross income. The Board in its discretion may condition the exercise of an Option on the payment of such additional withholding taxes.

ARTICLE XVI
Governing Law; Construction

The validity and construction of the Plan and the instruments evidencing Options shall, be governed by the internal laws of the Commonwealth of Massachusetts (without regard to the conflict of law principles thereof). In construing this Plan, the singular shall include the plural and the masculine gender shall include the feminine and neuter, unless the context otherwise requires.

Centennial Technologies, Inc
AMENDMENT NO. 1
1994 FORMULA STOCK OPTION PLAN

The 1994 Formula Stock Option Plan, as amended (the "Plan"), is hereby amended as set forth below:

1. Article V of the Plan is hereby amended by deleting the first sentence thereof and substituting the following therefor:

"Subject to the provisions in Article XI of this Plan, the aggregate number of shares of Stock for which options may be granted under the Plan shall not exceed 60,000 shares."

2. Article 5.1 of the Plan is hereby amended by deleting the second paragraph thereof and substituting the following therefor:

"Each non-employee Director who becomes a Director after January 1, 1994 will receive, on the later of (i) the date he or she becomes a Director or (ii) the effective date of this Plan, options to purchase a total of 5,000 shares of Stock. The exercise price of such options will be 85% of the fair market value of the shares of Stock on the date of the grant. Said options shall vest completely and be exercisable immediately on the date of the grant."

3. In all other respects, the Plan shall remain in full force and effect.

Adopted by the
Board of Directors on
June 30, 1995

Approved by shareholders
August 9, 1995

Centennial Technologies, Inc.
AMENDMENT NO. 2
1994 FORMULA STOCK OPTION PLAN

The 1994 Formula Stock Option Plan, as amended (the "Plan") is hereby amended as set forth below:

1. Article V of the Plan is hereby amended by deleting the first sentence thereof and substituting the following therefor:

"Subject to the Provisions in Article XI of this Plan, the aggregate number of shares of Stock for which options may be granted under the Plan shall not exceed 90,000 shares."

2. The second sentence of Article 5.1 of the Plan is hereby amended by deleting the number "1,000" set forth therein and inserting in lieu thereof the number "1,500",

3. In all other respects, the Plan shall remain in full force and effect.

Effective August 30, 1995 by
virtue of a 3:2 Stock Split, in the form
of a dividend, approved by the
Board of Directors on June 30, 1995

Centennial Technologies, Inc.
AMENDMENT NO. 3
1994 FORMULA STOCK OPTION PLAN

The 1994 Formula Stock Option Plan, as amended (the "Plan"), is hereby amended as set forth below:

1. Article V of the Plan is hereby amended by deleting the second paragraph thereof and substituting the following therefor:

"The exercise price of such options will be the fair market value of the shares of Stock on the date of the grant. Said options shall vest completely and be exercisable immediately on the date of the grant."

2. In all other respects, the Plan shall remain in full force and effect.

Adopted by the
Board of Directors
on September 26, 1996

Approved by shareholders
November 6,1996

Centennial Technologies, Inc.
AMENDMENT NO. 4
1994 FORMULA STOCK OPTION PLAN

The 1994 Formula Stock Option Plan, as amended (the "Plan"), is hereby amended as set forth below:

1. Article V of the Plan is hereby amended by deleting the first sentence A thereof and substituting the following therefor:

"Subject to the provisions in Article XI of this Plan, the aggregate number of shares of Stock for which options may be granted under the Plan shall not exceed 180,000 shares."

2. The second sentence of Article 5.1 of the Plan is hereby amended by deleting the number "1,500" set forth therein and inserting in lieu thereof the number 3,000."

3. The second paragraph of Article 5.1 of the Plan is hereby amended by deleting the number "7,500" set forth therein and inserting in lieu thereof the number "15,000"

4. In all other respects, the Plan shall remain in full force and effect.

Effective November 25, 1996 by
virtue of a 2:1 stock split, in the form
of a dividend, Approved by the
Board of Directors on
November 6,1996

Centennial Technologies, Inc.
AMENDMENT NO. 5
1994 FORMULA STOCK OPTION PLAN

The 1994 Formula Stock Option Plan, as amended (the ''Plan''), is hereby amended as set forth below:

1. Article V of the Plan is hereby amended by deleting the first sentence thereof and substituting the following therefor:

"Subject to the provisions in Article XI of this Plan, the aggregate number of shares of Stock for which options may be granted under the Plan shall not exceed 300,000 shares"

2. In all other respects, the Plan shall remain in full force and effect.

Adopted by the
Board of Directors
on October 23, 1997

Approved by shareholders
September 9, 1998

EX-4

[TITLE]05102001 S8 PLAN 4.3[/TITLE]

Exhibit 4.3

Centennial Technologies, Inc.

1999 STOCK INCENTIVE PLAN

1. PURPOSE

The purpose of this 1999 Stock Incentive Plan (the "Plan") of Centennial Technologies, Inc., a Delaware corporation (the "Company"), is to advance the interests of the Company's stockholders by enhancing the Company's ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and performance-based incentives and thereby better aligning the interests of such persons with those of the Company's stockholders. Except where the context otherwise requires, the term "Company" shall include any of the Company's present or future subsidiary corporations as defined in Section 424(f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the "Code").

2. ELIGIBILITY

All of the Company's employees, officers, directors, consultants and advisors (and any individuals who have accepted an offer for employment) are eligible to be granted options, restricted stock awards, or other stock-based awards (each, an "Award") under the Plan. Each person who has been granted an Award under the Plan shall be deemed a "Participant".

3. ADMINISTRATION, DELEGATION

ADMINISTRATION BY BOARD OF DIRECTORS. The Plan will be administered by the Board of Directors of the Company (the "Board"). The Board shall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan, as it shall deem advisable. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All decisions by the Board shall be made in the Board's sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award. No director or person acting pursuant to the authority delegated by the Board shall be liable for any action or determination relating to or under the Plan made in good faith.

DELEGATION TO EXECUTIVE OFFICERS. To the extent permitted by applicable law, the Board or any Committee (as defined in Section 3(c)) may delegate to one or more executive officers of the Company the power to make Awards to new employees of the Company, excluding directors and officers, and to exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the maximum number of shares subject to Awards and the maximum number of shares for any one Participant to be made by such executive officers.

APPOINTMENT OF COMMITTEES. To the extent permitted by applicable law, the Board shall appoint a committee or subcommittee of the Board (a "Committee") of not less than two members, each member of which shall be an "outside director" within the meaning of Section 162(m) of the Code and a "non-employee director" as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"). All references in the Plan to the "Board" shall mean the Board or a Committee of the Board or the executive officer referred to in Section 3(b) to the extent that the Board's powers or authority under the Plan have been delegated to such Committee or executive officer.

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4. STOCK AVAILABLE FOR AWARDS

NUMBER OF SHARES. Subject to adjustment under Section 8, Awards may be made under the Plan for up to 1,000,000 shares of common stock, $.01 par value per share, of the Company (the "Common Stock"). If any Award expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan, subject, however, in the case of Incentive Stock Options (as hereinafter defined), to any limitation required under the Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

PER-PARTICIPANT LIMIT. Subject to adjustment under Section 8, the maximum number of shares of Common Stock with respect to which Awards may be granted to any Participant under the Plan shall be 500,000 per calendar year. The per-Participant limit described in this Section 4(b) shall be construed and applied consistently with Section 162(m) of the Code ("Section 162(m)").

5. STOCK OPTIONS

GENERAL. The Board may grant options to purchase Common Stock (each, an "Option") and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable. An Option which is not intended to be an Incentive Stock Option (as hereinafter defined) shall be designated a "Nonstatutory Stock Option".

INCENTIVE STOCK OPTIONS. An Option that the Board intends to be an "incentive stock option" as defined in Section 422 of the Code (an "Incentive Stock Option") shall only be granted to employees of the Company and shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof) which is intended to be an Incentive Stock Option is not an Incentive Stock Option.

EXERCISE PRICE. The Board shall establish the exercise price at the time each Option is granted and specify it in the applicable option agreement; provided, however, that the exercise price shall be not less than 100% of the fair market value of the Common Stock, as determined by the Board, at the time the Option is granted.

DURATION OF OPTIONS. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable option agreement; provided, however, that no Option will be granted for a term in excess of 10 years.

EXERCISE OF OPTION. Options may be exercised by delivery to the Company of a written notice of exercise signed by the proper person or by any other form of notice (including electronic notice) approved by the Board together with payment in full as specified in Section 5(f) for the number of shares for which the Option is exercised. No Option that is classified as an Incentive Stock Option may be exercised within one year of the date of grant of such Option.

PAYMENT UPON EXERCISE. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:

(1) in cash or by check, payable to the order of the Company;

(2) except as the Board may, in its sole discretion, otherwise provide in an option agreement, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price;

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(3) by delivery of shares of Common Stock owned by the Participant valued at their fair market value as determined by (or in a manner approved by) the Board in good faith ("Fair Market Value"), provided (i) such method of payment is then permitted under applicable law and (ii) such Common Stock was owned by the Participant at least six months prior to such delivery;

(4) to the extent permitted by the Board, in its sole discretion and consistent with applicable law, by (i) delivery of a promissory note of the Participant to the Company on terms determined by the Board, or (ii) payment of such other lawful consideration as the Board may determine; or

(5) by any combination of the above permitted forms of payment.

6. RESTRICTED STOCK

GRANTS. The Board may grant Awards entitling recipients to acquire shares of Common Stock, subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award (each, a "Restricted Stock Award").

TERMS AND CONDITIONS. The Board shall determine the terms and conditions of any such Restricted Stock Award, including the conditions for repurchase (or forfeiture) and the issue price, if any. Any stock certificates issued in respect of a Restricted Stock Award shall be registered in the name of the Participant and, unless otherwise determined by the Board, deposited by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant's death (the "Designated Beneficiary"). In the absence of an effective designation by a Participant, Designated Beneficiary shall mean the Participant's estate.

7. OTHER STOCK-BASED AWARDS

The Board shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine, including the grant of shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights.

8. ADJUSTMENTS FOR CHANGES IN COMMON STOCK AND CERTAIN OTHER EVENTS

CHANGES IN CAPITALIZATION. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than a normal cash dividend, (i) the number and class of securities available under this Plan, (ii) the per-Participant limit set forth in Section 4(b), (iii) the number and class of securities and exercise price per share subject to each outstanding Option, (iv) the repurchase price per share subject to each outstanding Restricted Stock Award, and (v) the terms of each other outstanding Award shall be appropriately adjusted by the Company (or substituted Awards may be made, if applicable) to the extent the Board shall determine, in good faith, that such an adjustment (or substitution) is necessary and appropriate. If this Section 8(a) applies and Section 8(c) also applies to any event, Section 8(c) shall be applicable to such event, and this Section 8(a) shall not be applicable.

LIQUIDATION OR DISSOLUTION. In the event of a proposed liquidation or dissolution of the Company, the Board shall upon written notice to the Participants provide that all then unexercised Options will (i) become exercisable in full as of a specified time at least 10 business days prior to the effective date of such liquidation or dissolution and (ii) terminate effective upon such liquidation or dissolution, except to the extent exercised before such effective date. The Board may specify the effect of a liquidation or dissolution on any Restricted Stock Award or other Award granted under the Plan at the time of the grant of such Award.

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ACQUISITION EVENTS

DEFINITION. An "Acquisition Event" shall mean: (a) any merger or consolidation of the Company with or into another entity as a result of which the Common Stock is converted into or exchanged for the right to receive cash, securities or other property or (b) any exchange of shares of the Company for cash, securities or other property pursuant to a statutory share exchange transaction.

CONSEQUENCES OF AN ACQUISITION EVENT ON OPTIONS. Upon the occurrence of an Acquisition Event, or the execution by the Company of any agreement with respect to an Acquisition Event, the Board shall provide that all outstanding Options shall be assumed, or equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof). For purposes hereof, an Option shall be considered to be assumed if, following consummation of the Acquisition Event, the Option confers the right to purchase, for each share of Common Stock subject to the Option immediately prior to the consummation of the Acquisition Event, the consideration (whether cash, securities or other property) received as a result of the Acquisition Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Acquisition Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Acquisition Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of Options to consist solely of common stock of the acquiring or succeeding corporation (or an affiliate thereof) equivalent in fair market value to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Acquisition Event.

Notwithstanding the foregoing, if the acquiring or succeeding corporation (or an affiliate thereof) does not agree to assume, or substitute for, such Options, then the Board shall, upon written notice to the Participants, provide that all then unexercised Options will become exercisable in full as of a specified time prior to the Acquisition Event and will terminate immediately prior to the consummation of such Acquisition Event, except to the extent exercised by the Participants before the consummation of such Acquisition Event; provided, however, that in the event of an Acquisition Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share of Common Stock surrendered pursuant to such Acquisition Event (the "Acquisition Price"), then the Board may instead provide that all outstanding Options shall terminate upon consummation of such Acquisition Event and that each Participant shall receive, in exchange therefor, a cash payment equal to the amount (if any) by which (A) the Acquisition Price multiplied by the number of shares of Common Stock subject to such outstanding Options (whether or not then exercisable), exceeds (B) the aggregate exercise price of such Options.

CONSEQUENCES OF AN ACQUISITION EVENT ON RESTRICTED STOCK AWARDS. Upon the occurrence of an Acquisition Event, the repurchase and other rights of the Company under each outstanding Restricted Stock Award shall inure to the benefit of the Company's successor and shall apply to the cash, securities or other property which the Common Stock was converted into or exchanged for pursuant to such Acquisition Event in the same manner and to the same extent as they applied to the Common Stock subject to such Restricted Stock Award.

CONSEQUENCES OF AN ACQUISITION EVENT ON OTHER AWARDS. The Board shall specify the effect of an Acquisition Event on any other Award granted under the Plan at the time of the grant of such Award.

9. GENERAL PROVISIONS APPLICABLE TO AWARDS

TRANSFERABILITY OF AWARDS. Except as the Board may otherwise determine or provide in an Award, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either

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voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the life of the Participant, shall be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees.

DOCUMENTATION. Each Award shall be evidenced by a written instrument in such form as the Board shall determine; such written instrument may be in the form of an agreement signed by the Company and the Participant or a written confirming memorandum to the Participant from the Company. Each Award may contain terms and conditions in addition to those set forth in the Plan.

BOARD DISCRETION. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.

TERMINATION OF STATUS. The Board shall determine the effect on an Award of the disability, death, retirement, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, the Participant's legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award.

WITHHOLDING. Each Participant shall pay to the Company, or make provision satisfactory to the Board for payment of, any taxes required by law to be withheld in connection with Awards to such Participant no later than the date of the event creating the tax liability. Except as the Board may otherwise provide in an Award, when the Common Stock is registered under the Exchange Act, Participants may, to the extent then permitted under applicable law, satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value. The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to a Participant.

AMENDMENT OF AWARD. The Board may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided that the Participant's consent to such action shall be required unless the Board determines that the action, taking into account any related action, would not materially and adversely affect the Participant.

CONDITIONS ON DELIVERY OF STOCK. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company's counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.

Acceleration. The Board may at any time provide that any Options shall become immediately exercisable in full or in part, that any Restricted Stock Awards shall be free of restrictions in full or in part or that any other Awards may become exercisable in full or in part or free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be.

10. MISCELLANEOUS

NO RIGHT TO EMPLOYMENT OR OTHER STATUS. No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award.

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NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder of such shares. Notwithstanding the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to such Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.

EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective on the date on which it is adopted by the Board, but the classification of an Option granted to a Participant under the Plan as an Incentive Stock Option shall be conditioned upon the approval of the Plan by the Company's stockholders within one year of the effective date of the Plan. No Award granted to a Participant after the first anniversary of the effective date of the Plan that is intended to comply with Section 162(m) shall become exercisable, vested or realizable, as applicable to such Award, unless and until the Plan has been approved by the Company's stockholders to the extent stockholder approval is required by Section 162(m) in the manner required under Section 162(m) (including the vote required under Section 162(m)). No Awards shall be granted under the Plan after the completion of ten years from the earlier of (i) the date on which the Plan was adopted by the Board or (ii) the date the Plan was approved by the Company's stockholders, but Awards previously granted may extend beyond that date.

AMENDMENT OF PLAN. The Board may amend, suspend or terminate the Plan or any portion thereof at any time, provided that to the extent required by Section 162(m), no Award granted to a Participant after the first anniversary of the effective date of the Plan and after the date of such amendment that is intended to comply with Section 162(m) shall become exercisable, realizable or vested, as applicable to such Award, unless and until such amendment shall have been approved by the Company's stockholders are required by Section 162(m) (including the vote required under Section 162(m)).

GOVERNING LAW. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law.

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EX-5

Exhibit 5.1

WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION

650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811

May 10, 2001

Solectron Corporation
777 Gibraltar Drive
Milpitas, California 95035

    RE: Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about May 10, 2001 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, the offer and sale of 769,989 shares of your Common Stock, par value $0.001 per share, under the Centennial Technologies, Inc. ("Centennial") 1999 Stock Incentive Plan, Centennial 1994 Stock Option Plan and Centennial 1994 Formula Stock Option Plan. Such shares of your Common Stock are referred to herein as the "Shares" and such plans and compensation agreements are referred to herein as the "Plans". Solectron Corporation assumed these Plans in connection with its acquisition of Centennial on April 30, 2001. As your counsel in connection with the foregoing transaction, we have examined the proceedings taken and are familiar with the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plans.

It is our opinion that, when issued and sold in the manner described in the Plans and pursuant to the agreements which accompany each grant under the Plans, the Shares will be legally and validly issued, fully paid and non-assessable Shares of your Common Stock.

We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.

Very truly yours,

/s/ Wilson Sonsini Goodrich & Rosati

WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation

EX-23 6 s8ex231.htm EXH 23.1

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors of Solectron Corporation:

We consent to incorporation herein by reference our report dated September 15, 2000, relating to the consolidated balance sheets of Solectron Corporation and subsidiaries as of August 31, 2000 and 1999, and the related consolidated statements of income, stockholders' equity, comprehensive income and cash flows for each of the years in the three-year period ended August 31, 2000, and the related schedule, which report appears in the August 31, 2000, annual report on Form 10-K of Solectron Corporation.

/s/ KPMG LLP

Mountain View, California
May 9, 2001

-----END PRIVACY-ENHANCED MESSAGE-----

EX-23

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors of Solectron Corporation:

We consent to incorporation herein by reference our report dated September 15, 2000, relating to the consolidated balance sheets of Solectron Corporation and subsidiaries as of August 31, 2000 and 1999, and the related consolidated statements of income, stockholders' equity, comprehensive income and cash flows for each of the years in the three-year period ended August 31, 2000, and the related schedule, which report appears in the August 31, 2000, annual report on Form 10-K of Solectron Corporation.

/s/ KPMG LLP

Mountain View, California
May 9, 2001