S-8

As filed with the Securities and Exchange Commission on January 16, 2003
Registration No. 333-         

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 of incorporation)	(I.R.S. Employer Identification Number)

777 Gibraltar Drive
Milpitas, California 95035

(Address, including zip code, of Registrant’s principal executive offices)

Individual Restricted Stock Grant of 1,038,268 shares of Common Stock
Individual Non-Statutory Stock Option Agreement to Purchase an Aggregate of
3,750,000 shares of Common Stock

KIRAN PATEL
Executive Vice President and Chief Financial Officer
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

CALCULATION OF REGISTRATION FEE

					Proposed
			Proposed		Maximum
			Maximum		Registration
Title of	Maximum Amount		Offering		Aggregate
Securities	to be		Price Per		Offering		Amount of
to be Registered	Registered		Share		Price		Fee
Common Stock, $0.001 par value, issuable upon purchase of shares granted under an individual Restricted Stock Grant in the Form of Exhibit 99.1		1,038,268	$	0.001	$	1,038.27	$	0.10
Common Stock, $0.001 par value, issuable upon exercise of outstanding options granted under an individual Non-Statutory Stock Option grant in the form of Exhibit 99.2		3,750,000	$	3.99	$	14,962,500.00	$	1,376.55
Total		4,788,268			$	14,963,538.27	$	1,376.65

TABLE OF CONTENTS

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
	ITEM 4. DESCRIPTION OF SECURITIES.
	ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
	ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
	ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
	ITEM 8. EXHIBITS.
	ITEM 9 UNDERTAKINGS
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 5.1
EXHIBIT 23.1
EXHIBIT 99.1
EXHIBIT 99.2

SOLECTRON CORPORATION

REGISTRATION STATEMENT ON FORM S-8

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Registrant hereby incorporates by reference in this Registration Statement the following documents and information filed by Solectron Corporation with the Securities and Exchange Commission:

(a)	The Registrant’s audited financial statements for the Registrant’s fiscal year ended August 31, 2002 contained in the Registrant’s Annual Report on Form 10-K for the fiscal year ended August 31, 2002 filed pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) on November 13, 2002.
(b)	The Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2002 filed pursuant to Section 13(a) of the Exchange Act on January 9, 2003. In addition, the Registrant’s Current Reports on Form 8-K filed on January 10, 2003, November 13, 2002, October 23, 2002 and September 30, 2002 pursuant to Section 13(a) of the Exchange Act.
(c)	The description of common shares contained in Amendment No. 1 to the Registrant’s Registration Statement on Form 8-A, filed on December 4, 2001, amending our Form 8-A previously filed on July 13, 2001, and including any reports filed under the Exchange Act for the purpose of updating such description.

     All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement that include that all securities offered pursuant to this Registration Statement have been sold or that deregister all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superceded for purposes of this Registration Statement to the extent that a statement contained herein modifies or supercedes such statement. Any such statement so modified or superceded shall not be deemed, except as so modified or superceded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     Inapplicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Inapplicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant’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 Registrant’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. The Registrant has entered into agreements to indemnify its directors and officers, in addition to the indemnification provided for in the Certificate of Incorporation and Bylaws. These agreements, among other things, indemnify the director and officers for certain expenses, including attorney’s fees, judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Registrant, arising out of such person’s services as a director or officer of the Registrant, any subsidiary of the Registrant or any other company or enterprise to which the person provides services at the request of the Registrant.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Inapplicable.

ITEM 8. EXHIBITS.

Exhibit
Number	Document
5.1	Opinion re legality 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-4)
99.1	Individual Restricted Stock Grant of 1,038,268 shares of Common Stock
99.2	Individual Non-Qualified Stock Option Agreement to purchase an aggregate of 3,750,000 shares of Common Stock

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 Registrant pursuant to the Delaware General Corporation Law, the Certificate of Incorporation of the Registrant, the Bylaws of the Registrant, indemnification agreements entered into between the Registrant and its officers and directors or otherwise, the Registrant 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 Registrant 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 Registrant 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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 15th day of January, 2003.

SOLECTRON CORPORATION

By: /s/ Kiran Patel
      ___________________________________
Kiran Patel, Executive Vice President
and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature appears below constitutes and appoints, jointly and severally, Michael R. Cannon and Kiran Patel, 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/ Michael R. Cannon Michael R. Cannon	President and Chief Executive Officer	January 15, 2003
/s/ Kiran Patel Kiran Patel	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 15, 2003
/s/ William A. Hasler William A. Hasler	Chairman of the Board	January 15, 2003
/s/ Richard A. D’Amore Richard A. D’Amore	Director	January 15, 2003
/s/ Charles A. Dickinson Charles A. Dickinson	Director	January 15, 2003
/s/ Heinz Fridrich Heinz Fridrich	Director	January 15, 2003
/s/ Kenneth E. Haughton Kenneth E. Haughton, Ph.D.	Director	January 15, 2003
/s/ Paul R. Low Paul R. Low, Ph.D.	Director	January 15, 2003
/s/ C. Wesley M. Scott C. Wesley M. Scott	Director	January 15, 2003
/s/ Ajay B. Shah Ajay B. Shah	Director	January 15, 2003
/s/ Dennis Wood Dennis Wood	Director	January 15, 2003
/s/ Osamu Yamada Osamu Yamada	Director	January 15, 2003

INDEX TO EXHIBITS

Exhibit
Number	Exhibit
5.1	Opinion re legality of Wilson Sonsini Goodrich & Rosati, a Professional Corporation
23.2	Consent of Independent Auditors
23.2	Consent of Counsel (contained in Exhibit 5.1)
24.2	Power of Attorney (see page II-4)
99.1	Individual Restricted Stock Grant of 1,038,268 shares of Common Stock
99.2	Individual Non-Statutory Stock Option Agreement to purchase an aggregate of 3,750,000 shares of Common Stock

EX-5.1 3 f87024exv5w1.txt EXHIBIT 5.1 Exhibit 5.1 January 16, 2003 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 January 16, 2003 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, the offer and sale of 4,788,268 shares of your Common Stock, par value $0.001 per share, under an individual restricted share grant and an individual non-statutory stock option agreement in the form specified in the Registration Statement. Such shares of your Common Stock are referred to herein as the "Shares" and such plans are referred to herein as the "Plans". As your counsel in connection with the foregoing transaction, we have examined 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. 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-23.1 4 f87024exv23w1.txt EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Solectron Corporation: We consent to incorporation herein by reference in the registration statement on Form S-8 dated January 16, 2003 of Solectron Corporation of our report dated October 31, 2002, with respect to the consolidated balance sheets of Solectron Corporation and subsidiaries as of August 31, 2002 and 2001, and the related consolidated statements of operations, stockholders' equity, comprehensive income (loss), and cash flows for each of the years in the three-year period ended August 31, 2002, and the related financial statement schedule, which report appears in the August 31, 2002 annual report on Form 10-K of Solectron Corporation. Our report refers to the Company's adoption on September 1, 2001 of the provisions of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets." /S/ KPMG LLP Mountain View, California January 13, 2003 EX-99.1 5 f87024exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 SOLECTRON CORPORATION RESTRICTED STOCK PURCHASE AGREEMENT I. NOTICE OF GRANT OF RESTRICTED STOCK NAME: MICHAEL CANNON ADDRESS: You have been granted a right to purchase Shares of Restricted Stock, subject to the terms and conditions of this Agreement, as follows: Date of Grant January 6, 2003 Exercise Price Per Share $0.001 Total Number of Shares of Restricted Stock 1,038,268 Total Purchase Price $1,038.27 Expiration Date February 6, 2003 YOU MUST EXERCISE THIS STOCK PURCHASE RIGHT BEFORE THE EXPIRATION DATE OR IT WILL TERMINATE AND YOU WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES. II. AGREEMENT 1. PURCHASE AND SALE OF SHARES. Pursuant to the employment agreement by and between Purchaser and the Company effective January 6, 2003 (the "EMPLOYMENT AGREEMENT"), which such document is hereby incorporated by reference, Purchaser hereby purchases from the Company, and the Company hereby issues and sells to Purchaser, an aggregate of 1,038,268 shares of Common Stock (as hereinafter defined) (the "SHARES"), at a price of $0.001 per share or an aggregate purchase price of $1,038.27. The Company shall, promptly after execution of this Agreement, issue a certificate representing the Shares registered in the name of Purchaser, which certificate shall be held in escrow pursuant to the provisions of Section 6 hereof. In return, the Purchaser shall deliver to the Company (a) an executed counterpart of this Agreement, and (b) the purchase price of the Shares in the form of a check payable to the Company. 2. STOCK SPLITS, ETC. If, from time to time during the term of this Agreement (i) there is any stock dividend or liquidating dividend of cash and/or property, stock split or other change in the character or amount of any of the outstanding securities of the Company; or (ii) there is any consolidation, merger or sale of all, or substantially all, of the assets of the Company, then, in such event, any and all new, substituted or additional securities or other property to which Purchaser is entitled by reason of his ownership of the Shares shall be immediately subject to this Agreement and be included in the word "Shares" for all purposes with the same force and effect as the Shares presently subject to the terms of this Agreement. 3. DEFINITIONS. As used herein, the following definitions shall apply: (a) "BOARD" means the Board of Directors of the Company or any committee of the Board that has been designated by the Board to administer this Agreement. (b) "CODE" means the Internal Revenue Code of 1986, as amended. (c) "COMMON STOCK" means the Common Stock of the Company. (d) "CONSULTANT" means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity. (e) "DIRECTOR" means a member of the Board. (f) "DISABILITY" means that Purchaser has been unable to perform the principal functions of Purchaser's duties under the Employment Agreement due to a physical or mental impairment, but only if such inability has lasted or is reasonably expected to last for at least six months. Whether Purchaser has a Disability will be determined by the Board based on evidence provided by one or more physicians selected by the Board and reasonably acceptable to Purchaser. (g) "EMPLOYEE" means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. An Employee shall not cease to be such in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. Neither service as a Director nor payment of a director's fee by the Company shall be sufficient to constitute "employment" by the Company. (h) "FAIR MARKET VALUE" means, as of any date, the value of Common Stock determined as follows: (i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable; (ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the day of determination; or -2- (iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board. (i) "PARENT" means a "parent corporation", whether now or hereafter existing, as defined in Section 424(e) of the Code. (j) "SERVICE PROVIDER" means an Employee, Director or Consultant. (k) "SUBSIDIARY" means a "subsidiary corporation", whether now or hereafter existing, as defined in Section 424(f) of the Code. (l) "UNVESTED SHARES" means those Shares that, as of any particular date, have not vested in accordance with the vesting schedule set forth in Section 4 below. (m) "VESTED SHARES" means those Shares that, as of any particular date, have vested in accordance with the vesting schedule set forth in Section 4 below. 4. VESTING. Subject to any acceleration provisions provided for in the Employment Agreement, the Shares shall vest and be released from the Company's Repurchase Option (as hereinafter defined) in accordance with the following provisions: (a) 100% of the Shares shall vest on the second anniversary of the "Vesting Commencement Date" (defined below). (b) Vesting under this Section shall cease in the event that Purchaser ceases to be a Service Provider, subject to any accelerated vesting provided for in the Employment Agreement. At such times, the repurchase provisions of Section 5 hereof shall apply to all Shares that are Unvested Shares as of the date of such termination. (c) The Vesting Commencement Date shall be January 6, 2003. 5. REPURCHASE OPTION. (a) If Purchaser's status as a Service Provider terminates for any or no reason, the Company shall have the right and option (the "REPURCHASE OPTION") to purchase from Purchaser all of Purchaser's Shares which are Unvested Shares as of the date of such termination, at the price paid by Purchaser for such Shares (the "REPURCHASE PRICE"). (b) The Repurchase Option shall be exercised by the Company by delivering written notice to the Purchaser or the Purchaser's executor (with a copy to the Escrow Agent (as defined below)) AND, at the Company's option, (i) by delivering to the Purchaser or the Purchaser's executor a check in the amount of the aggregate Repurchase Price, or (ii) by canceling an amount of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals the aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate -3- Repurchase Price, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company. (c) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. 6. TRANSFER OF SHARES; ESCROW. (a) Purchaser hereby authorizes and directs the Escrow Agent (as defined below) to transfer any Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To ensure the availability for delivery of Purchaser's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 5 above, Purchaser hereby appoints the Corporate Secretary of the Company, or any other person designated by the Company, as escrow agent (the "ESCROW AGENT") and as Purchaser's attorney-in-fact to sell, assign and transfer unto the Company such Unvested Shares, if any, as may be repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent the share certificates representing the Unvested Shares, together with two stock assignments duly endorsed in blank and in the form attached hereto as Exhibit A-1. The Unvested Shares and stock assignment shall be held by the Escrow Agent in escrow pursuant to Joint Escrow Instructions in the form attached hereto as Exhibit A-2, until (i) the Company exercises its Repurchase Option as provided in Section 5 above, (ii) such Unvested Shares become Vested Shares, or (iii) such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent shall promptly deliver to Purchaser the certificate or certificates representing such Shares in the Escrow Agent's possession belonging to Purchaser, and the Escrow Agent shall be discharged of all further obligations hereunder. Notwithstanding any of the foregoing, however, the Escrow Agent shall nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) The Escrow Agent shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and shall acknowledge the same by signing a copy of this Agreement. (e) No Shares may be sold, pledged, hypothecated or otherwise transferred by Purchaser until such Shares have become Vested Shares and are no longer subject to any security agreement for the benefit of the Company. 7. OWNERSHIP, VOTING RIGHTS, DUTIES. This Agreement shall not affect in any way the ownership, voting rights or other rights or duties of Purchaser, except as specifically provided herein. -4- Purchaser shall enjoy rights as a stockholder until such time as Purchaser disposes of the Shares or the Company and/or its assignee(s) exercises the Repurchase Option hereunder. Upon any such exercise, Purchaser shall have no further rights as a holder of the Shares so purchased except the right to receive payment for the Shares so purchased in accordance with the provisions of this Agreement, and Purchaser or the Escrow Agent, as the case may be, shall forthwith cause the certificate(s) evidencing the Shares so purchased to be surrendered to the Company for transfer or cancellation. 8. RESTRICTIVE LEGENDS; STOP-TRANSFER ORDERS. (a) LEGENDS. Purchaser understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by state or federal securities laws: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND RIGHTS OF REPURCHASE FOR THE BENEFIT OF SOLECTRON CORPORATION OR ITS ASSIGNEE(S) AS SET FORTH IN A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN SOLECTRON CORPORATION AND THE ORIGINAL HOLDER OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF SOLECTRON CORPORATION. SUCH TRANSFER RESTRICTIONS AND RIGHTS OF REPURCHASE ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) STOP-TRANSFER NOTICES. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. 9. SECTION 83(B) ELECTIONS. Purchaser understands that Section 83 of the Code, taxes as ordinary income the difference between the amount paid for the Shares and the fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" means the right of the Company to buy back the Shares pursuant to the Repurchase Option. Because the Company has registered equity securities under the Securities Exchange Act of 1934 (the "EXCHANGE ACT"), "restriction" with respect to officers, directors, and ten percent (10%) stockholders also includes the six-month period after the purchase of the Shares during which sales of certain securities by such officers, directors, and ten percent (10%) stockholders would give rise to liability under Section 16(b) of the Exchange Act. Purchaser understands that he may elect to be taxed at the time the Shares are purchased rather than when any restrictions applicable to the Shares lapse, by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days from the date of purchase. Even if the fair market value of the Shares equals the amount paid for the Shares, the election may be made to avoid adverse tax consequences in the future. Purchaser understands that failure to make this filing in a timely manner shall result in the recognition of ordinary income by Purchaser, as any restrictions applicable to the Shares lapse, on any difference -5- between the purchase price and the fair market value of the Shares at the time such restrictions lapse. A form of Election under Section 83(b) is attached to the Agreement as Exhibit A -3 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER'S BEHALF. 10. ADDITIONAL ACTIONS. The parties shall execute such further instruments and take such further action as may reasonably be necessary to carry out the intent of this Agreement. 11. ASSIGNMENT. The Company may assign its rights and delegate its duties under this Agreement. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer herein set forth, be binding upon Purchaser, Purchaser's heirs, executors, administrators, successors and assigns. 12. ENTIRE AGREEMENT; AMENDMENT. This Agreement, the Employment Agreement and the Joint Escrow Instructions executed in connection herewith constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought. 13. GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California as they apply to contracts entered into and wholly to be performed within such state. Purchaser represents that Purchaser has read this Agreement and is familiar with its terms and provisions. Purchaser hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under this Agreement. 14. NO GUARANTEE OF CONTINUED SERVICE. PURCHASER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER OF THE COMPANY FOR ANY PERIOD OR AT ALL. NOTHING IN THIS AGREEMENT SHALL AFFECT IN ANY MANNER WHATSOEVER OR INTERFERE WITH THE RIGHT OR POWER OF THE COMPANY, OR A PARENT OR SUBSIDIARY OF THE COMPANY, TO TERMINATE PURCHASER'S RELATIONSHIP WITH THE COMPANY AT ANY TIME, FOR ANY OR NO REASON, WITH OR WITHOUT CAUSE. 15. ADVICE OF COUNSEL. Purchaser has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of independent counsel prior to executing this Agreement and fully understands all provisions hereof. -6- 16. AUTHORIZATION OF TRANSFER. Purchaser hereby authorizes and directs the Secretary or transfer agent of the Company to transfer the Stock as to which the Repurchase Option has been exercised from Purchaser to the Company or the Company's assignees. 17. WAIVER. Either party's failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party's right to assert all other legal remedies available to it under the circumstances. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] -7- IN WITNESS WHEREOF, this Agreement is deemed made as of the date first set forth above. SOLECTRON CORPORATION By __________________________________ Title _______________________________ PURCHASER _____________________________________ Michael Cannon ADDRESS: _____________________________________ _____________________________________ _____________________________________ [SIGNATURE PAGE FOR RESTRICTED STOCK PURCHASE AGREEMENT] -8- EXHIBIT A-1 ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED, Michael Cannon hereby sells, assigns and transfers unto Solectron Corporation, an aggregate of ___________ shares of the Common Stock of Solectron Corporation standing in the undersigned's name on the books of said corporation represented by Certificate No. _____, and does hereby irrevocably constitute and appoint _________________________________ to transfer the said stock on the books of the within named corporation with full power of substitution in the premises. This Stock Assignment may be used only in accordance with the Restricted Stock Purchase Agreement between Solectron Corporation and the undersigned dated __________, 2003 (the "AGREEMENT"). Dated: ____________________________ _____________________________________ INSTRUCTIONS: Please do not fill in the blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its "Repurchase Option," as set forth in the Agreement, without requiring additional signatures on the part of the Purchaser. EXHIBIT A-2 JOINT ESCROW INSTRUCTIONS _________________, _____ Solectron Corporation Attn: Corporate Secretary 847 Gibraltar Drive Milpitas, CA 95035 Dear Corporate Secretary: As Escrow Agent for both Solectron Corporation, a Delaware corporation (the "COMPANY"), and the undersigned purchaser of stock of the Company ("PURCHASER"), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the "AGREEMENT"), dated as of _____________, 2003, between the Company and the undersigned, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the "COMPANY") exercises the Company's "Repurchase Option" set forth in the Agreement, the Company shall give to Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company or its assignee, against the simultaneous delivery to you of the purchase price (as permitted in the Agreement) for the number of shares of stock being purchased pursuant to the exercise of the Company's Repurchase Option. 3. Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. Purchaser does hereby irrevocably constitute and appoint you as Purchaser's attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated, including but not limited to the filing with any applicable state blue sky authority of any required applications for consent to, or notice of transfer of, the securities. Subject to the provisions of this paragraph 3, Purchaser shall exercise all rights and privileges of a shareholder of the Company while the stock is held by you. 4. Upon written request of Purchaser, but no more than once per calendar year, unless the Company's repurchase option has been exercised, you shall deliver to Purchaser a certificate or certificates representing so many shares of stock as are not then subject to the Company's Repurchase Option. Within 120 days after cessation of Purchaser's continuous employment by or services to the Company, or any parent or subsidiary of the Company, you shall deliver to Purchaser a certificate or certificates representing the aggregate number of shares held or issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to exercise of the Company's Repurchase Option. 5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to Purchaser, you shall deliver all of the same to Purchaser and shall be discharged of all further obligations hereunder. 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 8. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 9. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 10. You shall not be liable for the outlawing of any rights under the Statute of Limitations with respect to these Joint Escrow Instructions or any documents deposited with you. 11. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. 12. Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be an officer or agent of the Company or if you shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent. 13. If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. -2- 14. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings. 15. All notices and other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall in any event be deemed to be given (a) five (5) days after deposit with the U.S. Postal Service, if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, or (c) one business day after the business day of deposit with Federal Express or similar overnight courier, freight prepaid, and shall be addressed to each of the other parties thereunto entitled at the following addresses or at such other addresses as a party may designate by ten days' advance written notice to each of the other parties hereto. COMPANY: Solectron Corporation 847 Gibraltar Drive Milpitas, CA 95035 Attn: Chairman of the Board of Directors PURCHASER: Michael Cannon [ADDRESS] ESCROW AGENT: Solectron Corporation 847 Gibraltar Drive Milpitas, CA 95035 Attn: Corporate Secretary 16. By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a party to the Agreement. 17. This instrument shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. 18. These Joint Escrow Instructions shall be governed by, and construed and enforced in accordance with, the laws of the State of California as they apply to contracts entered into and wholly to be performed within such state. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] -3- Very truly yours, SOLECTRON CORPORATION __________________________________ PURCHASER: __________________________________ Michael Cannon ESCROW AGENT: __________________________________ Corporate Secretary -4- EXHIBIT A-3 ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE OF 1986 The undersigned taxpayer hereby elects, pursuant to the above-referenced Federal Tax Code, to include in taxpayer's gross income for the current taxable year, the amount of any compensation taxable to taxpayer in connection with his receipt of the property described below: 1. The name, address, taxpayer identification number and taxable year of the undersigned are as follows: NAME : TAXPAYER: SPOUSE: ADDRESS: IDENTIFICATION NO.: TAXPAYER: SPOUSE: TAXABLE YEAR: Calendar Year _____ 2. The property with respect to which the election is made is described as follows: _____ shares (the "SHARES") of the Common Stock of Solectron Corporation, a Delaware corporation (the "COMPANY"). 3. The date on which the property was transferred is:_________________,_____. 4. The property is subject to the following restrictions: The Shares may be repurchased by the Company, or its assignee, on certain events. This right lapses with regard to a portion of the Shares based on the continued performance of services by the taxpayer over time. 5. The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: $_____. 6. The amount (if any) paid for such property is: $________. The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned's receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property. The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner. Dated: _________________ , _____ __________________________________ Taxpayer The undersigned spouse of taxpayer joins in this election. Dated: _________________ , _____ __________________________________ Spouse of Taxpayer EX-99.2 6 f87024exv99w2.txt EXHIBIT 99.2 EXHIBIT 99.2 SOLECTRON CORPORATION STAND-ALONE STOCK OPTION AGREEMENT I. NOTICE OF STOCK OPTION GRANT NAME: MICHAEL CANNON ADDRESS: You have been granted a Nonstatutory Stock Option to purchase Common Stock of the Company, subject to the terms and conditions of this Agreement, as follows: Date of Grant January 6, 2003 Vesting Commencement Date January 6, 2003 Exercise Price per Share $3.99 Total Number of Shares Granted 3,750,000 Total Exercise Price $14,962,500.00 Term/Expiration Date: January 6, 2013 Vesting Schedule: Subject to the accelerated vesting provisions set forth in the employment agreement between Optionee and the Company effective January 6, 2003 (the "Employment Agreement"), which is hereby incorporated by reference, and the Plan, this Option shall vest and may be exercised, in whole or in part, in accordance with the following schedule: 1/48th of the Shares subject to the Option shall vest each month following the Vesting Commencement Date, so that the Option shall be fully vested four (4) years from the Vesting Commencement Date, subject to the Optionee continuing to be a Service Provider on such dates. Termination Period Except as otherwise provided in the Employment Agreement, this Option may be exercised for three (3) months after Optionee ceases to be a Service Provider in accordance with Section 7 of this Agreement. Except as otherwise provided in the Employment Agreement, upon the death or Disability of the Optionee, this Option may be exercised for twelve (12) months after the Optionee ceases to be a Service Provider in accordance with Sections 8 and 9 of this Agreement. In no event shall this Option be exercised later than the Term/Expiration Date provided above. II. AGREEMENT 1. Definitions. As used herein, the following definitions shall apply: (a) "Agreement" means this stock option agreement between the Company and Optionee evidencing the terms and conditions of this Option. (b) "Applicable Laws" means the requirements relating to the administration of stock options under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction that may apply to this Option. (c) "Board" means the Board of Directors of the Company or any committee of the Board that has been designated by the Board to administer this Agreement. (d) "Change in Control" means the occurrence of any of the following events: (1) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities; or (2) A change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" will mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company); or (3) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets; or (4) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation. (e) "Code" means the Internal Revenue Code of 1986, as amended. (f) "Common Stock" means the common stock of the Company. -2- (g) "Company" means Solectron Corporation, a Delaware corporation. (h) "Consultant" means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity. (i) "Director" means a member of the Board. (j) "Disability" means that Optionee has been unable to perform the principal functions of Optionee's duties under the Employment Agreement due to a physical or mental impairment, but only if such inability has lasted or is reasonably expected to last for at least six months. Whether Optionee has a Disability will be determined by the Board based on evidence provided by one or more physicians selected by the Board and reasonably acceptable to Optionee. (k) "Employee" means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. An Employee shall not cease to be such in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. Neither service as a Director nor payment of a director's fee by the Company shall be sufficient to constitute "employment" by the Company. (l) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (m) "Fair Market Value" means, as of any date, the value of Common Stock determined as follows: (1) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable; (2) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the day of determination; or (3) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board. (n) "Nonstatutory Stock Option" means an Option not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. (o) "Notice of Grant" means a written notice, in Part I of this Agreement, evidencing certain the terms and conditions of this Option grant. The Notice of Grant is part of the Option Agreement. -3- (p) "Officer" means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. (q) "Option" means this stock option. (r) "Optioned Stock" means the Common Stock subject to this Option. (s) "Optionee" means the person named in the Notice of Grant or such person's successor. (t) "Parent" means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code. (u) "Service Provider" means an Employee, Director or Consultant. (v) "Share" means a share of the Common Stock, as adjusted in accordance with Section 10 of this Agreement. (w) "Subsidiary" means a "subsidiary corporation", whether now or hereafter existing, as defined in Section 424(f) of the Code. 2. Grant of Option. The Company hereby grants to the Optionee named in the Notice of Grant attached as Part I of this Agreement the Option to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the "Exercise Price"), subject to the terms and conditions of this Agreement. 3. Exercise of Option. (a) Right to Exercise. This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of this Agreement. (b) Method of Exercise. This Option is exercisable by delivery of an exercise notice, in the form attached as Exhibit A (the "Exercise Notice"), which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the "Exercised Shares"), and such other representations and agreements as may be required by the Company. The Exercise Notice shall be completed by the Optionee and delivered to Stock Administration. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable withholding taxes. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price and applicable withholding taxes. (c) Legal Compliance. No Shares shall be issued pursuant to the exercise of this Option unless such issuance and exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Exercised Shares. -4- 4. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee: (a) cash or check; (b) consideration received by the Company under a cashless exercise program implemented by the Company; or (c) surrender of other Shares, provided Shares acquired from the Company, (i) have been vested and owned by the Optionee for more than six (6) months on the date of surrender, AND (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares. 5. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by the Optionee. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 6. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the terms of this Agreement. 7. Termination of Relationship as a Service Provider. If the Optionee ceases to be a Service Provider (other than for death or Disability), this Option may be exercised for a period of three (3) months (or such longer period of time as provided for in the Employment Agreement) after the date of such termination (but in no event later than the expiration date of this Option as set forth in the Notice of Grant) to the extent that the Option is vested on the date of such termination. To the extent that the Optionee does not exercise this Option within the time specified herein, the Option shall terminate. 8. Disability of Optionee. If the Optionee ceases to be a Service Provider as a result of the Optionee's Disability, this Option may be exercised for a period of twelve (12) months (or such longer period of time as provided for in the Employment Agreement) after the date of such termination (but in no event later than the expiration date of this Option as set forth in the Notice of Grant) to the extent that the Option is vested on the date of such termination. To the extent that Optionee does not exercise this Option within the time specified herein, the Option shall terminate. 9. Death of Optionee. If the Optionee dies while a Service Provider, the Option may be exercised at any time within twelve (12) months (or such longer period of time as provided for in the Employment Agreement) following the date of death (but in no event later than the expiration date of this Option as set forth in the Notice of Grant), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option at the date of death. If, after death, the Optionee's estate or a person who acquired the right to exercise the Option by bequest or inheritance does not exercise the Option within the time specified herein, the Option shall terminate. -5- 10. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Change in Control. (a) Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by this Option, as well as the price per share of Common Stock covered by this Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company 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 of Common Stock subject to this Option. (b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Board shall notify Optionee as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, the Option will terminate immediately prior to the consummation of such proposed (c) Merger or Change in Control. In the event of a merger of the Company with or into another corporation, or a Change in Control, the Option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Option, the Optionee shall fully vest in and have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If the Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or Change in Control, the Board shall notify the Optionee in writing or electronically that the Option shall be fully exercisable for a period of fifteen (15) days from the date of such notice, and the Option shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option shall be considered assumed if, following the merger or Change in Control, the option confers the right to purchase or receive, for each Share subject to the Option immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Board may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or Change in Control. -6- 11. Notices. Any notice to be given to the Company hereunder shall be in writing and shall be addressed to the Company. at its then current principal executive office or to such other address as the Company may hereafter designate to the Optionee by notice as provided in this Section. Any notice to be given to the Optionee hereunder shall be addressed to the Optionee at the address set forth beneath his signature hereto, or at such other address as the Optionee may hereafter designate to the Company by notice as provided herein. A notice shall be deemed to have been duly given when personally delivered or mailed by registered or certified mail to the party entitled to receive it. 12. Withholding Taxes. Optionee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state, and local income and employment tax withholding requirements applicable to the Option exercise. Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. 13. Entire Agreement; Governing Law. This Agreement, together with the Employment Agreement, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the internal substantive laws, but not the choice of law rules, of California. 14. NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUES ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. -7- By Optionee's signature and the signature of the Company's representative below, Optionee and the Company agree that this Option is granted under and governed by the terms and conditions of this Agreement. Optionee has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions relating to this Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below. OPTIONEE SOLECTRON CORPORATION ____________________________________ _____________________________________ Signature By ____________________________________ _____________________________________ Print Name Title ____________________________________ Residence Address ____________________________________ ____________________________________ -8- EXHIBIT A SOLECTRON CORPORATION EXERCISE NOTICE Solectron Corporation 847 Gibraltar Drive Milpitas, CA 95035 Attention: Stock Administration 1. Exercise of Option. Effective as of today, ________________, 20__, the undersigned ("Purchaser") hereby elects to purchase ______________ shares (the "Shares") of the Common Stock of Solectron Corporation (the "Company") under and pursuant to the Stock Option Agreement dated January 6, 2003 (the "Option Agreement"). The purchase price for the Shares shall be [$_______], as required by the Option Agreement. 2. Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price for the Shares together with any required withholding taxes to be paid in connection with the exercise of the Option. 3. Representations of Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Option Agreement and agrees to abide by and be bound by its terms and conditions. 4. Rights as Shareholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Shares so acquired shall be issued to the Purchaser as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in Section 10 of the Option Agreement. 5. Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser's purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice. 6. Successors and Assigns. The Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice shall be binding upon Purchaser and his or her heirs, executors, administrators, successors and assigns. 7. Interpretation. Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Purchaser or by the Company forthwith to the Board of Directors of the Company (the "Board"), which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Board shall be final and binding on all parties. 8. Entire Agreement; Governing Law. The Option Agreement is incorporated herein by reference together with any documents incorporated by reference therein. This Agreement, together with the Option Agreement and the employment agreement between Purchaser and the Company effective January 6, 2003, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser's interest except by means of a writing signed by the Company and Purchaser. This agreement is governed by the internal substantive laws, but not the choice of law rules, of California. Submitted by: Accepted by: OPTIONEE SOLECTRON CORPORATION ____________________________________ _____________________________________ Signature ____________________________________ _____________________________________ Print Name ____________________________________ _____________________________________ Address Address ____________________________________ 847 Gibraltar Drive ____________________________________ Milpitas, CA 95035 Date Received:_______________________ -2- -----END PRIVACY-ENHANCED MESSAGE-----

EX-5.1

                                                                     Exhibit 5.1

                                January 16, 2003

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 January 16, 2003 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, the offer and sale of 4,788,268 shares of
your Common Stock, par value $0.001 per share, under an individual restricted
share grant and an individual non-statutory stock option agreement in the form
specified in the Registration Statement. Such shares of your Common Stock are
referred to herein as the "Shares" and such plans are referred to herein as the
"Plans". As your counsel in connection with the foregoing transaction, we have
examined 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.

      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-23.1

                                                                    Exhibit 23.1

                         CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Solectron Corporation:



We consent to incorporation herein by reference in the registration statement on
Form S-8 dated January 16, 2003 of Solectron Corporation of our report dated
October 31, 2002, with respect to the consolidated balance sheets of Solectron
Corporation and subsidiaries as of August 31, 2002 and 2001, and the related
consolidated statements of operations, stockholders' equity, comprehensive
income (loss), and cash flows for each of the years in the three-year period
ended August 31, 2002, and the related financial statement schedule, which
report appears in the August 31, 2002 annual report on Form 10-K of Solectron
Corporation. Our report refers to the Company's adoption on September 1, 2001
of the provisions of Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets."

                                          /S/ KPMG LLP

Mountain View, California
January 13, 2003

EX-99.1

                                                                    EXHIBIT 99.1

                              SOLECTRON CORPORATION

                       RESTRICTED STOCK PURCHASE AGREEMENT

I.    NOTICE OF GRANT OF RESTRICTED STOCK

      NAME: MICHAEL CANNON

      ADDRESS:

      You have been granted a right to purchase Shares of Restricted Stock,
subject to the terms and conditions of this Agreement, as follows:

      Date of Grant                                   January 6, 2003

      Exercise Price Per Share                        $0.001

      Total Number of Shares of Restricted Stock      1,038,268

      Total Purchase Price                            $1,038.27

      Expiration Date                                 February 6, 2003

      YOU MUST EXERCISE THIS STOCK PURCHASE RIGHT BEFORE THE EXPIRATION DATE OR
IT WILL TERMINATE AND YOU WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES.

II.   AGREEMENT

      1. PURCHASE AND SALE OF SHARES. Pursuant to the employment agreement by
and between Purchaser and the Company effective January 6, 2003 (the "EMPLOYMENT
AGREEMENT"), which such document is hereby incorporated by reference, Purchaser
hereby purchases from the Company, and the Company hereby issues and sells to
Purchaser, an aggregate of 1,038,268 shares of Common Stock (as hereinafter
defined) (the "SHARES"), at a price of $0.001 per share or an aggregate purchase
price of $1,038.27. The Company shall, promptly after execution of this
Agreement, issue a certificate representing the Shares registered in the name of
Purchaser, which certificate shall be held in escrow pursuant to the provisions
of Section 6 hereof. In return, the Purchaser shall deliver to the Company (a)
an executed counterpart of this Agreement, and (b) the purchase price of the
Shares in the form of a check payable to the Company.

      2. STOCK SPLITS, ETC. If, from time to time during the term of this
Agreement (i) there is any stock dividend or liquidating dividend of cash and/or
property, stock split or other change in the character or amount of any of the
outstanding securities of the Company; or (ii) there is any

consolidation, merger or sale of all, or substantially all, of the assets of the
Company, then, in such event, any and all new, substituted or additional
securities or other property to which Purchaser is entitled by reason of his
ownership of the Shares shall be immediately subject to this Agreement and be
included in the word "Shares" for all purposes with the same force and effect as
the Shares presently subject to the terms of this Agreement.

      3.    DEFINITIONS.  As used herein, the following definitions shall apply:

            (a) "BOARD" means the Board of Directors of the Company or any
committee of the Board that has been designated by the Board to administer this
Agreement.

            (b) "CODE" means the Internal Revenue Code of 1986, as amended.

            (c) "COMMON STOCK" means the Common Stock of the Company.

            (d) "CONSULTANT" means any person, including an advisor, engaged by
the Company or a Parent or Subsidiary to render services to such entity.

            (e) "DIRECTOR" means a member of the Board.

            (f) "DISABILITY" means that Purchaser has been unable to perform the
principal functions of Purchaser's duties under the Employment Agreement due to
a physical or mental impairment, but only if such inability has lasted or is
reasonably expected to last for at least six months. Whether Purchaser has a
Disability will be determined by the Board based on evidence provided by one or
more physicians selected by the Board and reasonably acceptable to Purchaser.

            (g) "EMPLOYEE" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. An Employee
shall not cease to be such in the case of (i) any leave of absence approved by
the Company or (ii) transfers between locations of the Company or between the
Company, its Parent, any Subsidiary, or any successor. Neither service as a
Director nor payment of a director's fee by the Company shall be sufficient to
constitute "employment" by the Company.

            (h) "FAIR MARKET VALUE" means, as of any date, the value of Common
Stock determined as follows:

                  (i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system on
the day of determination, as reported in The Wall Street Journal or such other
source as the Board deems reliable;

                  (ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean between the high bid and low asked prices for the Common Stock
on the day of determination; or


                                                                             -2-

                  (iii) In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Board.

            (i) "PARENT" means a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.

            (j) "SERVICE PROVIDER" means an Employee, Director or Consultant.

            (k) "SUBSIDIARY" means a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.

            (l) "UNVESTED SHARES" means those Shares that, as of any particular
date, have not vested in accordance with the vesting schedule set forth in
Section 4 below.

            (m) "VESTED SHARES" means those Shares that, as of any particular
date, have vested in accordance with the vesting schedule set forth in Section 4
below.

      4.    VESTING.

            Subject to any acceleration provisions provided for in the
Employment Agreement, the Shares shall vest and be released from the Company's
Repurchase Option (as hereinafter defined) in accordance with the following
provisions:

            (a) 100% of the Shares shall vest on the second anniversary of the
"Vesting Commencement Date" (defined below).

            (b) Vesting under this Section shall cease in the event that
Purchaser ceases to be a Service Provider, subject to any accelerated vesting
provided for in the Employment Agreement. At such times, the repurchase
provisions of Section 5 hereof shall apply to all Shares that are Unvested
Shares as of the date of such termination.

            (c) The Vesting Commencement Date shall be January 6, 2003.

      5.    REPURCHASE OPTION.

            (a) If Purchaser's status as a Service Provider terminates for any
or no reason, the Company shall have the right and option (the "REPURCHASE
OPTION") to purchase from Purchaser all of Purchaser's Shares which are Unvested
Shares as of the date of such termination, at the price paid by Purchaser for
such Shares (the "REPURCHASE PRICE").

            (b) The Repurchase Option shall be exercised by the Company by
delivering written notice to the Purchaser or the Purchaser's executor (with a
copy to the Escrow Agent (as defined below)) AND, at the Company's option, (i)
by delivering to the Purchaser or the Purchaser's executor a check in the amount
of the aggregate Repurchase Price, or (ii) by canceling an amount of the
Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price,
or (iii) by a combination of (i) and (ii) so that the combined payment and
cancellation of indebtedness equals the aggregate Repurchase Price. Upon
delivery of such notice and the payment of the aggregate


                                      -3-

Repurchase Price, the Company shall become the legal and beneficial owner of the
Shares being repurchased and all rights and interests therein or relating
thereto, and the Company shall have the right to retain and transfer to its own
name the number of Shares being repurchased by the Company.

            (c) If the Company does not elect to exercise the Repurchase Option
conferred above by giving the requisite notice within ninety (90) days following
the termination, the Repurchase Option shall terminate.

      6.    TRANSFER OF SHARES; ESCROW.

            (a) Purchaser hereby authorizes and directs the Escrow Agent (as
defined below) to transfer any Unvested Shares as to which the Repurchase Option
has been exercised from Purchaser to the Company.

            (b) To ensure the availability for delivery of Purchaser's Unvested
Shares upon repurchase by the Company pursuant to the Repurchase Option under
Section 5 above, Purchaser hereby appoints the Corporate Secretary of the
Company, or any other person designated by the Company, as escrow agent (the
"ESCROW AGENT") and as Purchaser's attorney-in-fact to sell, assign and transfer
unto the Company such Unvested Shares, if any, as may be repurchased by the
Company pursuant to the Repurchase Option and shall, upon execution of this
Agreement, deliver and deposit with the Escrow Agent the share certificates
representing the Unvested Shares, together with two stock assignments duly
endorsed in blank and in the form attached hereto as Exhibit A-1. The Unvested
Shares and stock assignment shall be held by the Escrow Agent in escrow pursuant
to Joint Escrow Instructions in the form attached hereto as Exhibit A-2, until
(i) the Company exercises its Repurchase Option as provided in Section 5 above,
(ii) such Unvested Shares become Vested Shares, or (iii) such time as this
Agreement no longer is in effect. Upon vesting of the Unvested Shares, the
Escrow Agent shall promptly deliver to Purchaser the certificate or certificates
representing such Shares in the Escrow Agent's possession belonging to
Purchaser, and the Escrow Agent shall be discharged of all further obligations
hereunder. Notwithstanding any of the foregoing, however, the Escrow Agent shall
nevertheless retain such certificate or certificates as Escrow Agent if so
required pursuant to other restrictions imposed pursuant to this Agreement.

            (c) The Escrow Agent shall not be liable for any act it may do or
omit to do with respect to holding the Shares in escrow and while acting in good
faith and in the exercise of its judgment.

            (d) Transfer or sale of the Shares is subject to restrictions on
transfer imposed by any applicable state and federal securities laws. Any
transferee shall hold such Shares subject to all the provisions hereof and shall
acknowledge the same by signing a copy of this Agreement.

            (e) No Shares may be sold, pledged, hypothecated or otherwise
transferred by Purchaser until such Shares have become Vested Shares and are no
longer subject to any security agreement for the benefit of the Company.

      7. OWNERSHIP, VOTING RIGHTS, DUTIES. This Agreement shall not affect in
any way the ownership, voting rights or other rights or duties of Purchaser,
except as specifically provided herein.


                                                                             -4-

Purchaser shall enjoy rights as a stockholder until such time as Purchaser
disposes of the Shares or the Company and/or its assignee(s) exercises the
Repurchase Option hereunder. Upon any such exercise, Purchaser shall have no
further rights as a holder of the Shares so purchased except the right to
receive payment for the Shares so purchased in accordance with the provisions of
this Agreement, and Purchaser or the Escrow Agent, as the case may be, shall
forthwith cause the certificate(s) evidencing the Shares so purchased to be
surrendered to the Company for transfer or cancellation.

      8.    RESTRICTIVE LEGENDS; STOP-TRANSFER ORDERS.

            (a) LEGENDS. Purchaser understands and agrees that the Company shall
cause the legends set forth below or legends substantially equivalent thereto,
to be placed upon any certificate(s) evidencing ownership of the Shares together
with any other legends that may be required by state or federal securities laws:

            THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
            RESTRICTIONS ON TRANSFER AND RIGHTS OF REPURCHASE FOR THE BENEFIT OF
            SOLECTRON CORPORATION OR ITS ASSIGNEE(S) AS SET FORTH IN A
            RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN SOLECTRON CORPORATION
            AND THE ORIGINAL HOLDER OF THESE SHARES, COPIES OF WHICH MAY BE
            OBTAINED AT THE PRINCIPAL OFFICE OF SOLECTRON CORPORATION. SUCH
            TRANSFER RESTRICTIONS AND RIGHTS OF REPURCHASE ARE BINDING ON
            TRANSFEREES OF THESE SHARES.

            (b) STOP-TRANSFER NOTICES. Purchaser agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue
appropriate "stop transfer" instructions to its transfer agent, if any, and
that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

      9. SECTION 83(B) ELECTIONS. Purchaser understands that Section 83 of the
Code, taxes as ordinary income the difference between the amount paid for the
Shares and the fair market value of the Shares as of the date any restrictions
on the Shares lapse. In this context, "restriction" means the right of the
Company to buy back the Shares pursuant to the Repurchase Option. Because the
Company has registered equity securities under the Securities Exchange Act of
1934 (the "EXCHANGE ACT"), "restriction" with respect to officers, directors,
and ten percent (10%) stockholders also includes the six-month period after the
purchase of the Shares during which sales of certain securities by such
officers, directors, and ten percent (10%) stockholders would give rise to
liability under Section 16(b) of the Exchange Act. Purchaser understands that he
may elect to be taxed at the time the Shares are purchased rather than when any
restrictions applicable to the Shares lapse, by filing an election under Section
83(b) of the Code with the Internal Revenue Service within thirty (30) days from
the date of purchase. Even if the fair market value of the Shares equals the
amount paid for the Shares, the election may be made to avoid adverse tax
consequences in the future. Purchaser understands that failure to make this
filing in a timely manner shall result in the recognition of ordinary income by
Purchaser, as any restrictions applicable to the Shares lapse, on any difference


                                                                             -5-

between the purchase price and the fair market value of the Shares at the time
such restrictions lapse. A form of Election under Section 83(b) is attached to
the Agreement as Exhibit A -3 for reference.

            PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER'S SOLE RESPONSIBILITY
AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE
CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS
FILING ON PURCHASER'S BEHALF.

      10. ADDITIONAL ACTIONS. The parties shall execute such further instruments
and take such further action as may reasonably be necessary to carry out the
intent of this Agreement.

      11. ASSIGNMENT. The Company may assign its rights and delegate its duties
under this Agreement. This Agreement shall inure to the benefit of the
successors and assigns of the Company and, subject to the restrictions on
transfer herein set forth, be binding upon Purchaser, Purchaser's heirs,
executors, administrators, successors and assigns.

      12. ENTIRE AGREEMENT; AMENDMENT. This Agreement, the Employment Agreement
and the Joint Escrow Instructions executed in connection herewith constitute the
full and entire understanding and agreement between the parties with regard to
the subjects hereof and thereof, and no party shall be liable or bound to any
other party in any manner by any warranties, representations or covenants except
as specifically set forth herein. Except as expressly provided herein, neither
this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought.

      13. GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of California as they apply to
contracts entered into and wholly to be performed within such state.

            Purchaser represents that Purchaser has read this Agreement and is
familiar with its terms and provisions. Purchaser hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Board upon
any questions arising under this Agreement.

      14. NO GUARANTEE OF CONTINUED SERVICE. PURCHASER ACKNOWLEDGES AND AGREES
THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE
PROVIDER OF THE COMPANY FOR ANY PERIOD OR AT ALL. NOTHING IN THIS AGREEMENT
SHALL AFFECT IN ANY MANNER WHATSOEVER OR INTERFERE WITH THE RIGHT OR POWER OF
THE COMPANY, OR A PARENT OR SUBSIDIARY OF THE COMPANY, TO TERMINATE PURCHASER'S
RELATIONSHIP WITH THE COMPANY AT ANY TIME, FOR ANY OR NO REASON, WITH OR WITHOUT
CAUSE.

      15. ADVICE OF COUNSEL. Purchaser has reviewed this Agreement in its
entirety, has had an opportunity to obtain the advice of independent counsel
prior to executing this Agreement and fully understands all provisions hereof.


                                                                             -6-

      16.   AUTHORIZATION OF TRANSFER. Purchaser hereby authorizes and directs
the Secretary or transfer agent of the Company to transfer the Stock as to which
the Repurchase Option has been exercised from Purchaser to the Company or the
Company's assignees.

      17. WAIVER. Either party's failure to enforce any provision or provisions
of this Agreement shall not in any way be construed as a waiver of any such
provision or provisions, nor prevent that party thereafter from enforcing each
and every other provision of this Agreement. The rights granted both parties
herein are cumulative and shall not constitute a waiver of either party's right
to assert all other legal remedies available to it under the circumstances.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -7-

      IN WITNESS WHEREOF, this Agreement is deemed made as of the date first set
forth above.

                                          SOLECTRON CORPORATION


                                          By __________________________________

                                          Title _______________________________




                                          PURCHASER


                                          _____________________________________
                                          Michael Cannon

                                          ADDRESS:

                                          _____________________________________

                                          _____________________________________

                                          _____________________________________





















            [SIGNATURE PAGE FOR RESTRICTED STOCK PURCHASE AGREEMENT]


                                                                             -8-

                                   EXHIBIT A-1

                      ASSIGNMENT SEPARATE FROM CERTIFICATE

      FOR VALUE RECEIVED, Michael Cannon hereby sells, assigns and transfers
unto Solectron Corporation, an aggregate of ___________ shares of the Common
Stock of Solectron Corporation standing in the undersigned's name on the books
of said corporation represented by Certificate No. _____, and does hereby
irrevocably constitute and appoint _________________________________ to transfer
the said stock on the books of the within named corporation with full power of
substitution in the premises.

      This Stock Assignment may be used only in accordance with the Restricted
Stock Purchase Agreement between Solectron Corporation and the undersigned dated
__________, 2003 (the "AGREEMENT").



Dated: ____________________________



                                          _____________________________________




















INSTRUCTIONS: Please do not fill in the blanks other than the signature line.
The purpose of this assignment is to enable the Company to exercise its
"Repurchase Option," as set forth in the Agreement, without requiring additional
signatures on the part of the Purchaser.

                                   EXHIBIT A-2

                            JOINT ESCROW INSTRUCTIONS

                                                        _________________, _____

Solectron Corporation
Attn: Corporate Secretary
847 Gibraltar Drive
Milpitas, CA 95035

Dear Corporate Secretary:

      As Escrow Agent for both Solectron Corporation, a Delaware corporation
(the "COMPANY"), and the undersigned purchaser of stock of the Company
("PURCHASER"), you are hereby authorized and directed to hold the documents
delivered to you pursuant to the terms of that certain Restricted Stock Purchase
Agreement (the "AGREEMENT"), dated as of _____________, 2003, between the
Company and the undersigned, in accordance with the following instructions:

      1. In the event that the Company and/or any assignee of the Company
(referred to collectively for convenience herein as the "COMPANY") exercises the
Company's "Repurchase Option" set forth in the Agreement, the Company shall give
to Purchaser and you a written notice specifying the number of shares of stock
to be purchased, the purchase price, and the time for a closing hereunder at the
principal office of the Company. Purchaser and the Company hereby irrevocably
authorize and direct you to close the transaction contemplated by such notice in
accordance with the terms of said notice.

      2. At the closing, you are directed (a) to date the stock assignments
necessary for the transfer in question, (b) to fill in the number of shares
being transferred, and (c) to deliver same, together with the certificate
evidencing the shares of stock to be transferred, to the Company or its
assignee, against the simultaneous delivery to you of the purchase price (as
permitted in the Agreement) for the number of shares of stock being purchased
pursuant to the exercise of the Company's Repurchase Option.

      3. Purchaser irrevocably authorizes the Company to deposit with you any
certificates evidencing shares of stock to be held by you hereunder and any
additions and substitutions to said shares as defined in the Agreement.
Purchaser does hereby irrevocably constitute and appoint you as Purchaser's
attorney-in-fact and agent for the term of this escrow to execute with respect
to such securities all documents necessary or appropriate to make such
securities negotiable and to complete any transaction herein contemplated,
including but not limited to the filing with any applicable state blue sky
authority of any required applications for consent to, or notice of transfer of,
the securities. Subject to the provisions of this paragraph 3, Purchaser shall
exercise all rights and privileges of a shareholder of the Company while the
stock is held by you.

      4. Upon written request of Purchaser, but no more than once per calendar
year, unless the Company's repurchase option has been exercised, you shall
deliver to Purchaser a certificate or certificates representing so many shares
of stock as are not then subject to the Company's




Repurchase Option. Within 120 days after cessation of Purchaser's continuous
employment by or services to the Company, or any parent or subsidiary of the
Company, you shall deliver to Purchaser a certificate or certificates
representing the aggregate number of shares held or issued pursuant to the
Agreement and not purchased by the Company or its assignees pursuant to exercise
of the Company's Repurchase Option.

      5. If at the time of termination of this escrow you should have in your
possession any documents, securities, or other property belonging to Purchaser,
you shall deliver all of the same to Purchaser and shall be discharged of all
further obligations hereunder.

      6. Your duties hereunder may be altered, amended, modified or revoked only
by a writing signed by all of the parties hereto.

      7. You shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by you to be
genuine and to have been signed or presented by the proper party or parties. You
shall not be personally liable for any act you may do or omit to do hereunder as
Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith,
and any act done or omitted by you pursuant to the advice of your own attorneys
shall be conclusive evidence of such good faith.

      8. You are hereby expressly authorized to disregard any and all warnings
given by any of the parties hereto or by any other person or corporation,
excepting only orders or process of courts of law and are hereby expressly
authorized to comply with and obey orders, judgments or decrees of any court. In
case you obey or comply with any such order, judgment or decree, you shall not
be liable to any of the parties hereto or to any other person, firm or
corporation by reason of such compliance, notwithstanding any such order,
judgment or decree being subsequently reversed, modified, annulled, set aside,
vacated or found to have been entered without jurisdiction.

      9. You shall not be liable in any respect on account of the identity,
authorities or rights of the parties executing or delivering or purporting to
execute or deliver the Agreement or any documents or papers deposited or called
for hereunder.

      10. You shall not be liable for the outlawing of any rights under the
Statute of Limitations with respect to these Joint Escrow Instructions or any
documents deposited with you.

      11. You shall be entitled to employ such legal counsel and other experts
as you may deem necessary properly to advise you in connection with your
obligations hereunder, may rely upon the advice of such counsel, and may pay
such counsel reasonable compensation therefor.

      12. Your responsibilities as Escrow Agent hereunder shall terminate if you
shall cease to be an officer or agent of the Company or if you shall resign by
written notice to each party. In the event of any such termination, the Company
shall appoint a successor Escrow Agent.

      13. If you reasonably require other or further instruments in connection
with these Joint Escrow Instructions or obligations in respect hereto, the
necessary parties hereto shall join in furnishing such instruments.

                                                                             -2-

      14. It is understood and agreed that should any dispute arise with respect
to the delivery and/or ownership or right of possession of the securities held
by you hereunder, you are authorized and directed to retain in your possession
without liability to anyone all or any part of said securities until such
disputes shall have been settled either by mutual written agreement of the
parties concerned or by a final order, decree or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any such proceedings.

      15. All notices and other communications required or permitted hereunder
shall be in writing, shall be effective when given, and shall in any event be
deemed to be given (a) five (5) days after deposit with the U.S. Postal Service,
if delivered by first class mail, postage prepaid, (b) upon delivery, if
delivered by hand, or (c) one business day after the business day of deposit
with Federal Express or similar overnight courier, freight prepaid, and shall be
addressed to each of the other parties thereunto entitled at the following
addresses or at such other addresses as a party may designate by ten days'
advance written notice to each of the other parties hereto.

            COMPANY:          Solectron Corporation
                              847 Gibraltar Drive
                              Milpitas, CA 95035
                              Attn: Chairman of the Board of Directors

            PURCHASER:        Michael Cannon
                              [ADDRESS]

            ESCROW AGENT:     Solectron Corporation
                              847 Gibraltar Drive
                              Milpitas, CA 95035
                              Attn:  Corporate Secretary

      16. By signing these Joint Escrow Instructions, you become a party hereto
only for the purpose of said Joint Escrow Instructions; you do not become a
party to the Agreement.

      17. This instrument shall be binding upon and inure to the benefit of the
parties hereto, and their respective successors and permitted assigns.

      18. These Joint Escrow Instructions shall be governed by, and construed
and enforced in accordance with, the laws of the State of California as they
apply to contracts entered into and wholly to be performed within such state.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                                                             -3-

                                          Very truly yours,

                                          SOLECTRON CORPORATION


                                          __________________________________




                                          PURCHASER:


                                          __________________________________
                                          Michael Cannon



                                          ESCROW AGENT:


                                          __________________________________
                                          Corporate Secretary


                                                                             -4-

                                   EXHIBIT A-3

                          ELECTION UNDER SECTION 83(b)
                      OF THE INTERNAL REVENUE CODE OF 1986

      The undersigned taxpayer hereby elects, pursuant to the above-referenced
Federal Tax Code, to include in taxpayer's gross income for the current taxable
year, the amount of any compensation taxable to taxpayer in connection with his
receipt of the property described below:

1.    The name, address, taxpayer identification number and taxable year of the
undersigned are as follows:

      NAME :            TAXPAYER:                     SPOUSE:

      ADDRESS:

      IDENTIFICATION NO.: TAXPAYER:                   SPOUSE:

      TAXABLE YEAR:  Calendar Year _____

2.    The property with respect to which the election is made is described as
      follows: _____ shares (the "SHARES") of the Common Stock of Solectron
      Corporation, a Delaware corporation  (the "COMPANY").

3.    The date on which the property was transferred is:_________________,_____.

4.    The property is subject to the following restrictions:

      The Shares may be repurchased by the Company, or its assignee, on certain
      events. This right lapses with regard to a portion of the Shares based on
      the continued performance of services by the taxpayer over time.

5.    The fair market value at the time of transfer, determined without regard
      to any restriction other than a restriction which by its terms will never
      lapse, of such property is: $_____.

6.    The amount (if any) paid for such property is:  $________.

The undersigned has submitted a copy of this statement to the person for whom
the services were performed in connection with the undersigned's receipt of the
above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked
except with the consent of the Commissioner.

Dated: _________________ , _____             __________________________________
                                             Taxpayer

The undersigned spouse of taxpayer joins
in this election.


Dated: _________________ , _____             __________________________________
                                             Spouse of Taxpayer

EX-99.2

                                                                    EXHIBIT 99.2

                              SOLECTRON CORPORATION

                       STAND-ALONE STOCK OPTION AGREEMENT

I.    NOTICE OF STOCK OPTION GRANT

      NAME: MICHAEL CANNON

      ADDRESS:

      You have been granted a Nonstatutory Stock Option to purchase Common Stock
of the Company, subject to the terms and conditions of this Agreement, as
follows:

      Date of Grant                       January 6, 2003

      Vesting Commencement Date           January 6, 2003

      Exercise Price per Share            $3.99

      Total Number of Shares Granted      3,750,000

      Total Exercise Price                $14,962,500.00

      Term/Expiration Date:               January 6, 2013


      Vesting Schedule:

      Subject to the accelerated vesting provisions set forth in the employment
agreement between Optionee and the Company effective January 6, 2003 (the
"Employment Agreement"), which is hereby incorporated by reference, and the
Plan, this Option shall vest and may be exercised, in whole or in part, in
accordance with the following schedule:

      1/48th of the Shares subject to the Option shall vest each month following
the Vesting Commencement Date, so that the Option shall be fully vested four (4)
years from the Vesting Commencement Date, subject to the Optionee continuing to
be a Service Provider on such dates.

      Termination Period

      Except as otherwise provided in the Employment Agreement, this Option may
be exercised for three (3) months after Optionee ceases to be a Service Provider
in accordance with Section 7 of this Agreement. Except as otherwise provided in
the Employment Agreement, upon the death or





Disability of the Optionee, this Option may be exercised for twelve (12) months
after the Optionee ceases to be a Service Provider in accordance with Sections 8
and 9 of this Agreement. In no event shall this Option be exercised later than
the Term/Expiration Date provided above.

II.   AGREEMENT

      1. Definitions. As used herein, the following definitions shall apply:

            (a) "Agreement" means this stock option agreement between the
Company and Optionee evidencing the terms and conditions of this Option.

            (b) "Applicable Laws" means the requirements relating to the
administration of stock options under U.S. state corporate laws, U.S. federal
and state securities laws, the Code, any stock exchange or quotation system on
which the Common Stock is listed or quoted and the applicable laws of any
foreign country or jurisdiction that may apply to this Option.

            (c) "Board" means the Board of Directors of the Company or any
committee of the Board that has been designated by the Board to administer this
Agreement.

            (d) "Change in Control" means the occurrence of any of the following
events:

                  (1) Any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule
13d-3 of the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power represented
by the Company's then outstanding voting securities; or

                  (2) A change in the composition of the Board occurring within
a two-year period, as a result of which fewer than a majority of the directors
are Incumbent Directors. "Incumbent Directors" will mean directors who either
(A) are directors of the Company as of the date hereof, or (B) are elected, or
nominated for election, to the Board with the affirmative votes of at least a
majority of the Incumbent Directors at the time of such election or nomination
(but will not include an individual whose election or nomination is in
connection with an actual or threatened proxy contest relating to the election
of directors to the Company); or

                  (3) The consummation of the sale or disposition by the Company
of all or substantially all of the Company's assets; or

                  (4) The consummation of a merger or consolidation of the
Company with any other corporation, other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or its parent) at
least fifty percent (50%) of the total voting power represented by the voting
securities of the Company or such surviving entity or its parent outstanding
immediately after such merger or consolidation.

            (e) "Code" means the Internal Revenue Code of 1986, as amended.

            (f) "Common Stock" means the common stock of the Company.


                                                                             -2-



            (g) "Company" means Solectron Corporation, a Delaware corporation.

            (h) "Consultant" means any person, including an advisor, engaged by
the Company or a Parent or Subsidiary to render services to such entity.

            (i) "Director" means a member of the Board.

            (j) "Disability" means that Optionee has been unable to perform the
principal functions of Optionee's duties under the Employment Agreement due to a
physical or mental impairment, but only if such inability has lasted or is
reasonably expected to last for at least six months. Whether Optionee has a
Disability will be determined by the Board based on evidence provided by one or
more physicians selected by the Board and reasonably acceptable to Optionee.

            (k) "Employee" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. An Employee
shall not cease to be such in the case of (i) any leave of absence approved by
the Company or (ii) transfers between locations of the Company or between the
Company, its Parent, any Subsidiary, or any successor. Neither service as a
Director nor payment of a director's fee by the Company shall be sufficient to
constitute "employment" by the Company.

            (l) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            (m) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

                  (1) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system on
the day of determination, as reported in The Wall Street Journal or such other
source as the Board deems reliable;

                  (2) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean between the high bid and low asked prices for the Common Stock
on the day of determination; or

                  (3) In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Board.

            (n) "Nonstatutory Stock Option" means an Option not intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.

            (o) "Notice of Grant" means a written notice, in Part I of this
Agreement, evidencing certain the terms and conditions of this Option grant. The
Notice of Grant is part of the Option Agreement.


                                                                             -3-



            (p) "Officer" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

            (q) "Option" means this stock option.

            (r) "Optioned Stock" means the Common Stock subject to this Option.

            (s) "Optionee" means the person named in the Notice of Grant or such
person's successor.

            (t) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

            (u) "Service Provider" means an Employee, Director or Consultant.

            (v) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 10 of this Agreement.

            (w) "Subsidiary" means a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.

      2. Grant of Option. The Company hereby grants to the Optionee named in the
Notice of Grant attached as Part I of this Agreement the Option to purchase the
number of Shares, as set forth in the Notice of Grant, at the exercise price per
share set forth in the Notice of Grant (the "Exercise Price"), subject to the
terms and conditions of this Agreement.

      3. Exercise of Option.

            (a) Right to Exercise. This Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of this Agreement.

            (b) Method of Exercise. This Option is exercisable by delivery of an
exercise notice, in the form attached as Exhibit A (the "Exercise Notice"),
which shall state the election to exercise the Option, the number of Shares in
respect of which the Option is being exercised (the "Exercised Shares"), and
such other representations and agreements as may be required by the Company. The
Exercise Notice shall be completed by the Optionee and delivered to Stock
Administration. The Exercise Notice shall be accompanied by payment of the
aggregate Exercise Price as to all Exercised Shares together with any applicable
withholding taxes. This Option shall be deemed to be exercised upon receipt by
the Company of such fully executed Exercise Notice accompanied by such aggregate
Exercise Price and applicable withholding taxes.

            (c) Legal Compliance. No Shares shall be issued pursuant to the
exercise of this Option unless such issuance and exercise complies with
Applicable Laws. Assuming such compliance, for income tax purposes the Exercised
Shares shall be considered transferred to the Optionee on the date the Option is
exercised with respect to such Exercised Shares.


                                                                             -4-



      4. Method of Payment. Payment of the aggregate Exercise Price shall be by
any of the following, or a combination thereof, at the election of the Optionee:

            (a) cash or check;

            (b) consideration received by the Company under a cashless exercise
program implemented by the Company; or

            (c) surrender of other Shares, provided Shares acquired from the
Company, (i) have been vested and owned by the Optionee for more than six (6)
months on the date of surrender, AND (ii) have a Fair Market Value on the date
of surrender equal to the aggregate Exercise Price of the Exercised Shares.

      5. Non-Transferability of Option. This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by the Optionee. The terms
of this Agreement shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.

      6. Term of Option. This Option may be exercised only within the term set
out in the Notice of Grant, and may be exercised during such term only in
accordance with the terms of this Agreement.

      7. Termination of Relationship as a Service Provider. If the Optionee
ceases to be a Service Provider (other than for death or Disability), this
Option may be exercised for a period of three (3) months (or such longer period
of time as provided for in the Employment Agreement) after the date of such
termination (but in no event later than the expiration date of this Option as
set forth in the Notice of Grant) to the extent that the Option is vested on the
date of such termination. To the extent that the Optionee does not exercise this
Option within the time specified herein, the Option shall terminate.

      8. Disability of Optionee. If the Optionee ceases to be a Service Provider
as a result of the Optionee's Disability, this Option may be exercised for a
period of twelve (12) months (or such longer period of time as provided for in
the Employment Agreement) after the date of such termination (but in no event
later than the expiration date of this Option as set forth in the Notice of
Grant) to the extent that the Option is vested on the date of such termination.
To the extent that Optionee does not exercise this Option within the time
specified herein, the Option shall terminate.

      9. Death of Optionee. If the Optionee dies while a Service Provider, the
Option may be exercised at any time within twelve (12) months (or such longer
period of time as provided for in the Employment Agreement) following the date
of death (but in no event later than the expiration date of this Option as set
forth in the Notice of Grant), by the Optionee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only to
the extent that the Optionee was entitled to exercise the Option at the date of
death. If, after death, the Optionee's estate or a person who acquired the right
to exercise the Option by bequest or inheritance does not exercise the Option
within the time specified herein, the Option shall terminate.


                                                                             -5-



      10. Adjustments Upon Changes in Capitalization, Dissolution, Merger or
Change in Control.

            (a) Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock covered by
this Option, as well as the price per share of Common Stock covered by this
Option, shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of issued shares of
Common Stock effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the Company shall not
be deemed to have been "effected without receipt of consideration." Such
adjustment shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company 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
of Common Stock subject to this Option.

            (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Board shall notify Optionee as
soon as practicable prior to the effective date of such proposed transaction. To
the extent it has not been previously exercised, the Option will terminate
immediately prior to the consummation of such proposed

            (c) Merger or Change in Control. In the event of a merger of the
Company with or into another corporation, or a Change in Control, the Option
shall be assumed or an equivalent option substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In the event
that the successor corporation refuses to assume or substitute for the Option,
the Optionee shall fully vest in and have the right to exercise the Option as to
all of the Optioned Stock, including Shares as to which it would not otherwise
be vested or exercisable. If the Option becomes fully vested and exercisable in
lieu of assumption or substitution in the event of a merger or Change in
Control, the Board shall notify the Optionee in writing or electronically that
the Option shall be fully exercisable for a period of fifteen (15) days from the
date of such notice, and the Option shall terminate upon the expiration of such
period. For the purposes of this paragraph, the Option shall be considered
assumed if, following the merger or Change in Control, the option confers the
right to purchase or receive, for each Share subject to the Option immediately
prior to the merger or Change in Control, the consideration (whether stock,
cash, or other securities or property) received in the merger or Change in
Control by holders of Common Stock for each Share held on the effective date of
the transaction (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the merger or Change
in Control is not solely common stock of the successor corporation or its
Parent, the Board may, with the consent of the successor corporation, provide
for the consideration to be received upon the exercise of the Option, for each
Share subject to the Option, to be solely common stock of the successor
corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or Change in
Control.


                                                                             -6-



      11. Notices. Any notice to be given to the Company hereunder shall be in
writing and shall be addressed to the Company. at its then current principal
executive office or to such other address as the Company may hereafter designate
to the Optionee by notice as provided in this Section. Any notice to be given to
the Optionee hereunder shall be addressed to the Optionee at the address set
forth beneath his signature hereto, or at such other address as the Optionee may
hereafter designate to the Company by notice as provided herein. A notice shall
be deemed to have been duly given when personally delivered or mailed by
registered or certified mail to the party entitled to receive it.

      12. Withholding Taxes. Optionee agrees to make appropriate arrangements
with the Company (or the Parent or Subsidiary employing or retaining Optionee)
for the satisfaction of all Federal, state, and local income and employment tax
withholding requirements applicable to the Option exercise. Optionee
acknowledges and agrees that the Company may refuse to honor the exercise and
refuse to deliver Shares if such withholding amounts are not delivered at the
time of exercise.

      13. Entire Agreement; Governing Law. This Agreement, together with the
Employment Agreement, constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Optionee with respect to the
subject matter hereof, and may not be modified adversely to the Optionee's
interest except by means of a writing signed by the Company and Optionee. This
agreement is governed by the internal substantive laws, but not the choice of
law rules, of California.

      14. NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES AND AGREES
THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED
ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT
THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES
HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO
NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUES ENGAGEMENT AS A
SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL
NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE
OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT
CAUSE.


                                                                             -7-



      By Optionee's signature and the signature of the Company's representative
below, Optionee and the Company agree that this Option is granted under and
governed by the terms and conditions of this Agreement. Optionee has reviewed
this Agreement in its entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Agreement and fully understands all provisions
of this Agreement. Optionee hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Board upon any questions relating
to this Agreement. Optionee further agrees to notify the Company upon any change
in the residence address indicated below.

OPTIONEE                                  SOLECTRON CORPORATION


____________________________________      _____________________________________
Signature                                 By


____________________________________      _____________________________________
Print Name                                Title


____________________________________
Residence Address

____________________________________

____________________________________



                                                                             -8-




                                    EXHIBIT A

                              SOLECTRON CORPORATION

                                 EXERCISE NOTICE

Solectron Corporation
847 Gibraltar Drive
Milpitas, CA 95035


Attention:  Stock Administration

      1. Exercise of Option. Effective as of today, ________________, 20__, the
undersigned ("Purchaser") hereby elects to purchase ______________ shares (the
"Shares") of the Common Stock of Solectron Corporation (the "Company") under and
pursuant to the Stock Option Agreement dated January 6, 2003 (the "Option
Agreement"). The purchase price for the Shares shall be [$_______], as required
by the Option Agreement.

      2. Delivery of Payment. Purchaser herewith delivers to the Company the
full purchase price for the Shares together with any required withholding taxes
to be paid in connection with the exercise of the Option.

      3. Representations of Purchaser. Purchaser acknowledges that Purchaser has
received, read and understood the Option Agreement and agrees to abide by and be
bound by its terms and conditions.

      4. Rights as Shareholder. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the Shares, no right to vote or receive dividends or
any other rights as a stockholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. The Shares so acquired shall
be issued to the Purchaser as soon as practicable after exercise of the Option.
No adjustment will be made for a dividend or other right for which the record
date is prior to the date of issuance, except as provided in Section 10 of the
Option Agreement.

      5. Tax Consultation. Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.

      6. Successors and Assigns. The Company may assign any of its rights under
this Exercise Notice to single or multiple assignees, and this Exercise Notice
shall inure to the benefit of the successors and assigns of the Company. Subject
to the restrictions on transfer herein set forth, this Exercise Notice shall be
binding upon Purchaser and his or her heirs, executors, administrators,
successors and assigns.





      7. Interpretation. Any dispute regarding the interpretation of this
Exercise Notice shall be submitted by Purchaser or by the Company forthwith to
the Board of Directors of the Company (the "Board"), which shall review such
dispute at its next regular meeting. The resolution of such a dispute by the
Board shall be final and binding on all parties.

      8. Entire Agreement; Governing Law. The Option Agreement is incorporated
herein by reference together with any documents incorporated by reference
therein. This Agreement, together with the Option Agreement and the employment
agreement between Purchaser and the Company effective January 6, 2003,
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Purchaser with respect to the subject matter
hereof, and may not be modified adversely to the Purchaser's interest except by
means of a writing signed by the Company and Purchaser. This agreement is
governed by the internal substantive laws, but not the choice of law rules, of
California.

Submitted by:                             Accepted by:


OPTIONEE                                  SOLECTRON CORPORATION


____________________________________      _____________________________________
Signature


____________________________________      _____________________________________
Print Name

____________________________________      _____________________________________
Address                                   Address

____________________________________      847 Gibraltar Drive

____________________________________      Milpitas, CA 95035



                                          Date Received:_______________________


                                                                             -2-