Exhibit 10.2
SOLECTRON CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
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TABLE OF CONTENTS
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<Caption>
PAGE
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SECTION 1 PURPOSE....................................................1
SECTION 2 DEFINITIONS................................................1
2.1 "1934 Act".................................................1
2.2 "Board"....................................................1
2.3 "Code".....................................................1
2.4 "Committee"................................................1
2.5 "Common Stock".............................................1
2.6 "Company"..................................................1
2.7 "Compensation".............................................1
2.8 "Eligible Employee"........................................1
2.9 "Employee".................................................2
2.10 "Employer" or "Employers"..................................2
2.11 "Enrollment Date"..........................................2
2.12 "Grant Date"...............................................2
2.13 "Participant"..............................................2
2.14 "Plan".....................................................2
2.15 "Purchase Date"............................................2
2.16 "Subsidiary"...............................................2
SECTION 3 SHARES SUBJECT TO THE PLAN.................................2
3.1 Number Available...........................................2
3.2 Adjustments................................................2
SECTION 4 ENROLLMENT.................................................3
4.1 Participation..............................................3
4.2 Payroll Withholding........................................3
SECTION 5 OPTIONS TO PURCHASE COMMON STOCK...........................3
5.1 Grant of Option............................................3
5.2 Duration of Option.........................................3
5.3 Number of Shares Subject to Option.........................3
5.4 Other Terms and Conditions.................................3
SECTION 6 PURCHASE OF SHARES.........................................4
6.1 Exercise of Option.........................................4
6.2 Delivery of Shares.........................................4
6.3 Exhaustion of Shares.......................................4
SECTION 7 WITHDRAWAL.................................................4
7.1 Withdrawal.................................................4
SECTION 8 CESSATION OF PARTICIPATION.................................5
8.1 Termination of Status as Eligible Employee.................5
SECTION 9 DESIGNATION OF BENEFICIARY.................................5
9.1 Designation................................................5
9.2 Changes....................................................5
9.3 Failed Designations........................................5
SECTION 10 ADMINISTRATION.............................................5
10.1 Plan Administrator.........................................5
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TABLE OF CONTENTS
(CONTINUED)
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PAGE
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10.2 Actions by Committee.......................................5
10.3 Powers of Committee........................................5
10.4 Decisions of Committee.....................................6
10.5 Administrative Expenses....................................6
10.6 Eligibility to Participate.................................6
10.7 Indemnification............................................6
SECTION 11 AMENDMENT, TERMINATION, AND DURATION.......................7
11.1 Amendment, Suspension, or Termination......................7
11.2 Duration of the Plan.......................................7
SECTION 12 GENERAL PROVISIONS.........................................7
12.1 Participation by Subsidiaries..............................7
12.2 Inalienability.............................................7
12.3 Severability...............................................7
12.4 Requirements of Law........................................7
12.5 Compliance with Rule 16b-3.................................7
12.6 No Enlargement of Employment Rights........................8
12.7 Apportionment of Costs and Duties..........................8
12.8 Construction and Applicable Law............................8
12.9 Captions...................................................8
12.10 EXECUTION..................................................8
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SOLECTRON CORPORATION
2003 EMPLOYEE STOCK PURCHASE PLAN
SECTION 1
PURPOSE
Solectron Corporation hereby establishes Solectron Corporation 2003
Employee Stock Purchase Plan, effective as of January 15, 2003, in order to
provide eligible employees of the Company and its participating Affiliates with
the opportunity to purchase Common Stock through payroll deductions or, if
payroll deductions are not permitted under local laws, through other means as
specified by the Committee. The Plan is intended to qualify as a Code Section
423(b) Plan, although the Company makes no undertaking nor representation to
maintain such qualification. In addition, this Plan document authorizes the
grant of options under a Non-423(b) Plan which do not qualify under Section
423(b) of the Code pursuant to rules, procedures or sub-plans adopted by the
Board (or its designate) designed to achieve desired tax or other objectives.
SECTION 2
DEFINITIONS
2.1 "1934 Act" means the Securities Exchange Act of 1934, as amended.
Reference to a specific Section of the 1934 Act or regulation thereunder shall
include such Section or regulation, any valid regulation promulgated under such
Section, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such Section or regulation.
2.2 "Affiliate" means any (i) Subsidiary, and (ii) any other entity other
than the Company in an unbroken chain of entities beginning with the Company if,
at the time of the granting of the option, each of the entities, other than the
last entity in the unbroken chain, owns or controls 50 percent or more of the
total ownership interest in one of the other entities in such chain.
2.3 "Board" means the Board of Directors of the Company.
2.4 "Code" means the Internal Revenue Code of 1986, as amended. Reference
to a specific Section of the Code or regulation thereunder shall include such
Section or regulation, any valid regulation promulgated under such Section, and
any comparable provision of any future legislation or regulation amending,
supplementing or superseding such Section or regulation.
2.5 "Code Section 423(b) Plan" means an employee stock purchase plan which
is designed to meet the requirements set forth in Section 423(b) of the Code, as
amended.
2.6 "Committee" shall mean the committee appointed by the Board to
administer the Plan. Any member of the Committee may resign at any time by
notice in writing mailed or delivered to the Secretary of the Company. As of the
effective date of the Plan, the Plan shall be administered by the Compensation
Committee of the Board.
2.7 "Common Stock" means the common stock of the Company.
2.8 "Company" means Solectron Corporation, a Delaware corporation.
2.9 "Compensation" means a Participant's base salary or regular wages
(including sick pay and vacation pay) and any sales commissions. The Committee,
in its discretion, may (on a uniform and nondiscriminatory basis) establish a
different definition of Compensation prior to an Enrollment Date for all options
to be granted on such Enrollment Date.
2.10 "Eligible Employee" means every Employee of an Employer, except (a)
any Employee who immediately after the grant of an option under the Plan, would
own stock and/or hold outstanding options to purchase stock possessing five
percent (5%) or more of the total combined voting power or value of all classes
of stock of the Company or of any Affiliate of the Company (including stock
attributed to such Employee pursuant to Section 424(d) of the Code), or (b) as
provided in this Section 2.8. The Committee, in its discretion, from time to
time may, prior to an Enrollment Date for all options to be granted on such
Enrollment Date, determine (on a uniform and nondiscriminatory basis) that an
Employee shall not be an Eligible Employee if he or she: (1) has not completed
at least two years of service since his or her last hire date (or such lesser
period of time as may be determined by the Committee in its discretion), (2)
customarily works not more than 20 hours per week (or such lesser period of time
as may be determined by the Committee in its discretion), (3) customarily works
not more than 5 months per calendar year (or such lesser period of time as may
be determined by the Committee in its discretion), (4) is an officer or other
manager, or (5) is a highly compensated employee under Section 414(q) of the
Code, provided the exclusion of Employees in such categories is not prohibited
under applicable local law. An Employee who otherwise is an Eligible Employee
shall be treated as continuing to be such while the Employee is on sick leave or
other leave of absence approved by the Employer, except that if the period of
leave exceeds ninety days and the Employee's right to reemployment is not
guaranteed by statute or contract, he or she shall cease to be an Eligible
Employee on the 91st day of such leave.
2.11 "Employee" means an individual who is a common-law employee of any
Employer as reflected on the payroll records of the Employer on the Enrollment
Date. With respect to a particular Participant, Employer means the Company or
Affiliate (as the case may be) which directly employs the Participant.
2.12 "Employer" or "Employers" means any one or all of the Company and
those Affiliates which, with the consent of the Board or the Committee, have
adopted the Plan. In the event the Employer is not a Subsidiary, its Employees
shall participate in the Non-423(b) Plan.
2.13 "Enrollment Date" means such dates as may be determined by the
Committee (in its discretion and on a uniform and nondiscriminatory basis) from
time to time.
2.14 "Grant Date" means any date on which a Participant is granted an
option under the Plan.
2.15 "Non-423(b) Plan" means an employee stock purchase plan which does
not meet the requirements set forth in Section 423(b) of the Code, as amended.
2.16 "Participant" means an Eligible Employee who (a) has become a
Participant in the Plan pursuant to Section 4.1 and (b) has not ceased to be a
Participant pursuant to Section 8 or Section 9.
2.17 "Plan" means Solectron Corporation Employee Stock Purchase Plan, as
set forth in this instrument and as hereafter amended from time to time, which
includes (i) a Code Section 423(b) Plan, and (ii) a Non-423(b) Plan.
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2.18 "Purchase Date" means such dates as may be determined by the
Committee (in its discretion and on a uniform and nondiscriminatory basis) from
time to time prior to an Enrollment Date for all options to be granted on such
Enrollment Date.
2.19 "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other than
the last corporation in the unbroken chain then owns stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.
SECTION 3
SHARES SUBJECT TO THE PLAN
3.1 Number Available. A maximum of 20,000,000 shares of Common Stock shall
be available for issuance pursuant to the Plan. Shares sold under the Plan may
be newly issued shares or treasury shares.
3.2 Adjustments. In the event of any reorganization, recapitalization,
stock split, reverse stock split, stock dividend, combination of shares, merger,
consolidation, offering of rights or other similar change in the capital
structure of the Company, the Committee may make such adjustment, if any, as it
deems appropriate in its sole discretion in the number, kind and purchase price
of the shares available for purchase under the Plan and in the maximum number of
shares subject to any option under the Plan.
SECTION 4
ENROLLMENT
4.1 Participation. Each Eligible Employee may elect to become a
Participant by enrolling or re-enrolling in the Plan effective as of any
Enrollment Date. In order to enroll, an Eligible Employee must complete, sign
and submit to the Company an enrollment form in such form, manner and by such
deadline as may be specified by the Committee from time to time (in its
discretion and on a nondiscriminatory basis). The Committee may prescribe
electronic enrollment procedures. Any Participant whose option expires and who
has not withdrawn from the Plan automatically will be re-enrolled in the Plan on
the Enrollment Date immediately following the Purchase Date on which his or her
option expires.
4.2 Payroll Withholding and Contribution. On his or her enrollment form,
each Participant must elect to make Plan contributions via payroll withholding
from his or her Compensation or, if payroll withholding is not permitted under
local laws, via such other means as specified by the Committee. Pursuant to such
procedures as the Committee may specify from time to time, a Participant may
elect to have withholding equal to or otherwise contribute a whole percentage
from 1% to 20% (or such lesser percentage that the Committee may establish from
time to time for all options to be granted on any Enrollment Date). If permitted
by the Committee, a Participant instead may elect to have a specific amount
withheld or to contribute a specific amount, in dollars or in the applicable
local currency (subject to such uniform and nondiscriminatory rules as the
Committee in its discretion may specify). A Participant may elect to increase or
decrease his or her rate of payroll withholding or contributions by submitting a
new enrollment election in accordance with such procedures as may be established
by the Committee from time to time. A Participant may stop his or her payroll
withholding or contributions by submitting a new enrollment form in accordance
with such procedures as may be established by the Committee from time to time.
In order to be effective as of a specific date, an enrollment election must be
received by the Company no later than the deadline specified by the Committee,
in its discretion and on a nondiscriminatory basis, from time to time. Any
Participant who is automatically re-enrolled in the Plan will be deemed to have
elected to continue his or her payroll withholding or contributions at the
percentage last elected by the Participant.
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SECTION 5
OPTIONS TO PURCHASE COMMON STOCK
5.1 Grant of Option. On each Enrollment Date on which the Participant
enrolls or re-enrolls in the Plan, he or she shall be granted an option to
purchase shares of Common Stock.
5.2 Duration of Option. Each option granted under the Plan shall expire on
the earliest to occur of (a) the completion of the purchase of shares on the
last Purchase Date occurring within 27 months of the Grant Date of such option,
(b) such shorter option period as may be established by the Committee from time
to time prior to an Enrollment Date for all options to be granted on such
Enrollment Date, or (c) the date on which the Participant ceases to be such for
any reason. Until otherwise determined by the Committee for all options to be
granted on an Enrollment Date, the period referred to in clause (b) in the
preceding sentence shall mean the period from the applicable Enrollment Date
through the last business day prior to the Enrollment Date that is approximately
24 months later.
5.3 Number of Shares Subject to Option. The maximum number of shares
available for purchase by each Participant under the option will be established
by the Committee from time to time prior to an Enrollment Date for all options
to be granted on such Enrollment Date. In addition and notwithstanding the
preceding, to the extent required under Section 423(b) of the Code, an option
(taken together with all other options then outstanding under this Plan and
under all other similar employee stock purchase plans of the Employers) shall
not give the Participant the right to purchase shares at a rate which accrues in
excess of $25,000 of fair market value at the applicable Grant Dates of such
shares in any calendar year during which such Participant is enrolled in the
Plan at any time.
5.4 Other Terms and Conditions. Each option shall be subject to the
following additional terms and conditions:
(a) payment for shares purchased under the option shall be made only
through payroll withholding under Section 4.2, unless payroll withholding
is not permitted under local laws as determined by the Committee, in which
case the Participant may contribute by such other means as specified by
the Committee;
(b) purchase of shares upon exercise of the option will be
accomplished only in accordance with Section 6.1;
(c) the price per share under the option will be determined as
provided in Section 6.1; and
(d) the option in all respects shall be subject to such other terms
and conditions (applied on a uniform and nondiscriminatory basis), as the
Committee shall determine from time to time in its discretion.
SECTION 6
PURCHASE OF SHARES
6.1 Exercise of Option. Subject to Section 6.2, on each Purchase Date, the
funds then credited to each Participant's account shall be used to purchase
whole shares of Common Stock. Any cash remaining after whole shares of Common
Stock have been purchased shall be rolled over and used to purchase shares on
the next Purchase Date (unless the individual no longer is a Participant, in
which case the cash shall be refunded to him or her). The price per
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Share of the Shares purchased under any option granted under the Plan shall be
eighty-five percent (85%) of the lower of:
(a) the closing price per Share on the Grant Date for such option on
the New York Stock Exchange; or
(b) the closing price per Share on the Purchase Date on the New York
Stock Exchange.
6.2 Delivery of Shares. As directed by the Committee in its sole
discretion, shares purchased on any Purchase Date shall be delivered directly to
the Participant or to a custodian or broker (if any) designated by the Committee
to hold shares for the benefit of the Participants. As determined by the
Committee from time to time, such shares shall be delivered as physical
certificates or by means of a book entry system.
6.3 Exhaustion of Shares. If at any time the shares available under the
Plan are over-enrolled, enrollments shall be reduced to eliminate the
over-enrollment, as the Committee determines (in a uniform and nondiscriminatory
manner). For example, the Committee may determine that such reduction method
shall be "bottom up", with the result that all option exercises for one share
shall be satisfied first, followed by all exercises for two shares, and so on,
until all available shares have been exhausted. Any funds that, due to
over-enrollment, cannot be applied to the purchase of whole shares shall be
refunded to the Participants (without interest thereon, except as otherwise
required under local laws).
SECTION 7
WITHDRAWAL
7.1 Withdrawal. A Participant may withdraw from the Plan by submitting a
withdrawal form to the Company in such form and manner as the Committee may
specify. A withdrawal will be effective only if it is received by the Company by
the deadline specified by the Committee (in its discretion and on a uniform and
nondiscriminatory basis) from time to time. When a withdrawal becomes effective,
the Participant's payroll withholding or contributions shall cease and all
amounts then credited to the Participant's account shall be distributed to him
or her (without interest thereon, except as otherwise required under local
laws).
SECTION 8
CESSATION OF PARTICIPATION
8.1 Termination of Status as Eligible Employee. A Participant shall cease
to be a Participant immediately upon the cessation of his or her status as an
Eligible Employee (for example, because of his or her termination of employment
from all Employers for any reason). As soon as practicable after such cessation,
the Participant's payroll contributions shall cease and all amounts then
credited to the Participant's account shall be distributed to him or her
(without interest thereon, except as otherwise required under local laws).
SECTION 9
DESIGNATION OF BENEFICIARY
9.1 Designation. Each Participant may, pursuant to such uniform and
nondiscriminatory procedures as the Committee may specify from time to time,
designate one or more Beneficiaries to receive any cash amounts credited to the
Participant's account at the time of his or her death. Notwithstanding any
contrary provision of this Section 9, Sections 9.1 and
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9.2 shall be operative only after (and for so long as) the Committee determines
(on a uniform and nondiscriminatory basis) to permit the designation of
Beneficiaries.
9.2 Changes. A Participant may designate different Beneficiaries (or may
revoke a prior Beneficiary designation) at any time by delivering a new
designation (or revocation of a prior designation) in like manner. Any
designation or revocation shall be effective only if it is received by the
Committee. However, when so received, the designation or revocation shall be
effective as of the date the designation or revocation is executed (whether or
not the Participant still is living), but without prejudice to the Committee on
account of any payment made before the change is recorded. The last effective
designation received by the Committee shall supersede all prior designations.
9.3 Failed Designations. If a Participant dies without having effectively
designated a Beneficiary, or if no Beneficiary survives the Participant, the
cash balance in the Participant's account shall be payable to his or her estate.
SECTION 10
ADMINISTRATION
10.1 Plan Administrator. The Plan shall be administered by the Committee.
The Committee shall have the authority to control and manage the operation and
administration of the Plan.
10.2 Actions by Committee. Each decision of a majority of the members of
the Committee then in office shall constitute the final and binding act of the
Committee. The Committee may act with or without a meeting being called or held
and shall keep minutes of all meetings held and a record of all actions taken by
written consent.
10.3 Powers of Committee. The Committee shall have all powers and
discretion necessary or appropriate to supervise the administration of the Plan
and to control its operation in accordance with its terms, including, but not by
way of limitation, the following discretionary powers:
(a) To interpret and determine the meaning and validity of the
provisions of the Plan and the options and to determine any question
arising under, or in connection with, the administration, operation or
validity of the Plan or the options;
(b) To determine any and all considerations affecting the
eligibility of any employee to become a Participant or to remain a
Participant in the Plan;
(c) To cause an account or accounts to be maintained for each
Participant;
(d) To determine the time or times when, and the number of shares
for which, options shall be granted;
(e) To establish and revise an accounting method or formula for the
Plan;
(f) To designate a custodian or broker to receive shares purchased
under the Plan and to determine the manner and form in which shares are to
be delivered to the designated custodian or broker;
(g) To determine the status and rights of Participants and their
Beneficiaries or estates;
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(h) To employ such brokers, counsel, agents and advisers, and to
obtain such broker, legal, clerical and other services, as it may deem
necessary or appropriate in carrying out the provisions of the Plan;
(i) To establish, from time to time, rules for the performance of
its powers and duties and for the administration of the Plan;
(j) To adopt such procedures and subplans as are necessary or
appropriate to permit participation in the Plan by employees who are
foreign nationals or employed outside of the United States or to
facilitate legal, tax or regulatory compliance outside the United States;
and
(k) To delegate to any one or more of its members or to any other
person (including, but not limited to, employees of any Employer)
severally or jointly, the authority to perform for and on behalf of the
Committee one or more of the functions of the Committee under the Plan.
10.4 Decisions of Committee. All actions, interpretations, and decisions
of the Committee shall be made in the sole discretion of the Committee and shall
be conclusive and binding on all persons, and shall be given the maximum
deference permitted by law.
10.5 Administrative Expenses. All expenses incurred in the administration
of the Plan by the Committee, or otherwise, including legal fees and expenses,
shall be paid and borne by the Employers, except any stamp duties or transfer
taxes applicable to the purchase of shares may be charged to the account of each
Participant. Any brokerage fees for the purchase of shares by a Participant
shall be paid by the Company, but fees and taxes (including brokerage fees) for
the transfer, sale or resale of shares by a Participant, or the issuance of
physical share certificates, shall be borne solely by the Participant.
10.6 Eligibility to Participate. No member of the Committee who is also an
employee of an Employer shall be excluded from participating in the Plan if
otherwise eligible, but he or she shall not be entitled, as a member of the
Committee, to act or pass upon any matters pertaining specifically to his or her
own account under the Plan.
10.7 Indemnification. Each of the Employers shall, and hereby does,
indemnify and hold harmless the members of the Committee and the Board, from and
against any and all losses, claims, damages or liabilities (including attorneys'
fees and amounts paid, with the approval of the Board or the Committee, in
settlement of any claim) arising out of or resulting from the implementation of
a duty, act or decision with respect to the Plan, so long as such duty, act or
decision does not involve gross negligence or willful misconduct on the part of
any such individual.
SECTION 11
AMENDMENT, TERMINATION, AND DURATION
11.1 Amendment, Suspension, or Termination. The Board or the Committee, in
its sole discretion, may amend or terminate the Plan, or any part thereof, at
any time and for any reason. If the Plan is terminated, the Board or the
Committee, in its discretion, may elect to terminate all outstanding options
either immediately or upon completion of the purchase of shares on the next
Purchase Date (which, notwithstanding Section 2.15, may be sooner than
originally scheduled, if determined by the Board or the Committee in its
discretion), or may elect to permit options to expire in accordance with their
terms (and participation to continue through such expiration dates). If the
options are terminated prior to expiration, all amounts then credited to
Participants' accounts which have not been used to purchase shares shall be
returned to the
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Participants (without interest thereon, except as otherwise required under local
laws) as soon as administratively practicable.
11.2 Duration of the Plan. The Plan shall commence on the date specified
herein, and subject to Section 11.1 (regarding the Board's and the Committee's
right to amend or terminate the Plan), shall remain in effect thereafter.
SECTION 12
GENERAL PROVISIONS
12.1 Participation by Affiliates. One or more Affiliates of the Company
may become participating Employers by adopting the Plan and obtaining approval
for such adoption from the Board or the Committee. By adopting the Plan, an
Affiliate shall be deemed to agree to all of its terms, including (but not
limited to) the provisions granting exclusive authority (a) to the Board and the
Committee to amend the Plan, and (b) to the Committee to administer and
interpret the Plan. An Employer may terminate its participation in the Plan at
any time.
12.2 Inalienability. In no event may either a Participant, a former
Participant or his or her Beneficiary, spouse or estate sell, transfer,
anticipate, assign, hypothecate, or otherwise dispose of any right or interest
under the Plan; and such rights and interests shall not at any time be subject
to the claims of creditors nor be liable to attachment, execution or other legal
process. Accordingly, for example, a Participant's interest in the Plan is not
transferable pursuant to a domestic relations order.
12.3 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.
12.4 Requirements of Law. The granting of options and the issuance of
shares shall be subject to all applicable laws, rules, and regulations, and to
such approvals by any governmental agencies or securities exchanges as the
Committee may determine are necessary or appropriate.
12.5 Compliance with Rule 16b-3. Any transactions under this Plan with
respect to officers (as defined in Rule 16a-1 promulgated under the 1934 Act)
are intended to comply with all applicable conditions of Rule 16b-3. To the
extent any provision of the Plan or action by the Committee fails to so comply,
it shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Committee. Notwithstanding any contrary provision of the Plan,
if the Committee specifically determines that compliance with Rule 16b-3 no
longer is required, all references in the Plan to Rule 16b-3 shall be null and
void.
12.6 No Enlargement of Employment Rights. Neither the establishment or
maintenance of the Plan, the granting of options, the purchase of shares, nor
any action of any Employer or the Committee, shall be held or construed to
confer upon any individual any right to be continued as an employee of the
Employer nor, upon dismissal, any right or interest in any specific assets of
the Employers other than as provided in the Plan. Each Employer expressly
reserves the right to discharge any employee at any time, with or without cause.
12.7 Apportionment of Costs and Duties. All acts required of the Employers
under the Plan may be performed by the Company for itself and its Affiliates,
and the costs of the Plan may be equitably apportioned by the Committee among
the Company and the other Employers. Whenever an Employer is permitted or
required under the terms of the Plan to do or
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perform any act, matter or thing, it shall be done and performed by any officer
or employee of the Employers who is thereunto duly authorized by the Employers.
12.8 Captions. The captions contained in and the table of contents
prefixed to the Plan are inserted only as a matter of convenience, and in no way
define, limit, enlarge or describe the scope or intent of the Plan nor in any
way shall affect the construction of any provision of the Plan.
EXECUTION
IN WITNESS WHEREOF, Solectron Corporation, by its duly authorized officer,
has executed this Plan on the date indicated below.
SOLECTRON CORPORATION
Dated: __________, 2002 By
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Title:
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