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EXHIBIT 10.36
SECURED FULL RECOURSE PROMISSORY NOTE
$1,500,000.00 November 6, 1997
1. Obligation. For value received in the form of a loan of the
principal face amount of this Note, receipt of which is hereby acknowledged,
Michael E. Marks (the "BORROWER") hereby promises to pay to the order of
Flextronics International USA, Inc., a California corporation (the "COMPANY"),
the principal sum of One Million Five Hundred Thousand U.S. Dollars
(US$1,500,000.00), together with semi-annually compounded interest thereon at
the rate of seven and twenty-five hundredths percent (7.25%) per annum, provided
however, that the rate at which interest will accrue on unpaid principal under
this Note will not exceed the highest rate permitted by applicable law, on or
before the earlier to occur of (a) the first anniversary of the date of this
Note, or (b) such time commencing from the date hereof as Borrower shall have
sold in a transaction or a series of transactions Ordinary Shares of Flextronics
International Ltd. held by the Borrower for aggregate net proceeds to the
Borrower of US$1,500,000.00.
2. Balloon Payment. This Note provides for a balloon payment.
3. Prepayments; Tender and Application of Payments. Prepayment of
principal and/or interest due under this Note may be made at any time, without
penalty. Unless otherwise agreed to in writing by the holder hereof, all
payments and prepayments will be made in lawful tender of the United States and
will first be applied to the payment of accrued interest and the remaining
balance of such payment, if any, will then be applied to the payment of
principal.
4. Default; Acceleration. The Borrower will be deemed to be in
default under this Note and the outstanding unpaid principal sum of this Note,
together with all interest accrued thereon, will immediately become due and
payable in full without the need for any further action on the part of the
holder hereof: (a) one hundred eighty (180) days after the termination of the
employment of the Borrower for any reason, with Flextronics International Ltd.;
(b) upon the Borrower's sale or other voluntary conveyance of the real property
securing this Note; (c) upon the filing by or against the Borrower of any
voluntary or involuntary petition in bankruptcy or any petition for relief under
the federal bankruptcy code or any other state or federal law for the relief of
debtors; provided however, that with respect to an involuntary petition in
bankruptcy, the Borrower will not be deemed to be in default of this Note unless
such involuntary petition has not been dismissed within sixty (60) days after
the filing of such petition; or (d) upon the execution by the Borrower of an
assignment for the benefit of creditors or the appointment of a receiver,
custodian, trustee or similar party to take possession of the Borrower's assets
or property.
5. Remedies Upon Default. Upon any default of the Borrower under
this Note, the holder hereof will have, in addition to its rights under this
Note and the deed of trust
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referred to in Section 6 below, full recourse against any real, personal,
tangible or intangible assets of the Borrower, and may pursue any legal or
equitable remedies that are available to it. The rights and remedies of the
holder herein provided will be cumulative and not exclusive of any other rights
or remedies provided by law or otherwise.
6. Security. Payment of this Note is secured by a Loan Agreement of
even date herewith and a first deed of trust to be executed by the Borrower in
favor of Company, with an escrow agent acting as trustee, on certain real
property located in Sun Valley, Idaho and constituting Borrower's secondary
residence. The holder hereof will be entitled to the benefits of the security
provided by the first deed of trust and will have the right to enforce the
covenants and agreements of the Borrower contained in the first deed of trust.
7. Waiver and Amendment. Any provision of this Note may be amended
or modified only by a writing signed by both the holder hereof and the Borrower.
No waiver or consent with respect to this Note will be binding or effective
unless it is set forth in writing and signed by the party against whom such
waiver is asserted. No course of dealing between the holder hereof and the
Borrower will operate as a waiver or modification of any party's rights or
obligations under this Note. No delay or failure on the part of either party in
exercising any right or remedy under this Note will operate as a waiver of such
right or any other right. A waiver given on one occasion will not be construed
as a bar to, or as a waiver of, any right or remedy on any future occasion.
8. Governing Law. This Note will be governed by and construed in
accordance with the internal laws of the State of California as applied to
agreements entered into solely between residents of, and to be performed
entirely in, California, without reference to that body of law relating to
conflicts of law or choice of law.
9. Waivers. The Borrower hereby waives presentment, notice of
non-payment, notice of dishonor, protest, demand and diligence.
10. Attorneys' Fees. The Borrower agrees to pay reasonable expenses
and costs of the holder hereof in enforcing and collecting this Note, including
without limitation attorneys' fees and court costs, whether or not a lawsuit is
brought and whether or not any such suit is prosecuted to judgment.
11. Successors and Assigns. The provisions of this Note will inure to
the benefit of, and be binding on, each party's respective heirs, successors and
assigns. The Borrower acknowledges that they may not assign or delegate any of
their obligations under this Note without prior written consent of the holder
hereof.
12. Severability. The invalidity or unenforceability of any term or
provision of this Note will not affect the validity or enforceability of any
other term or provision hereof. In the event of any conflict between the terms
of this Note and the Loan Agreement, the terms of this Note will control.
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IN WITNESS WHEREOF, the Borrower has executed this Note as of the date
indicated above.
/s/ Michael E. Marks
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Michael E. Marks
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