This excerpt taken from the FLEX 8-K filed Jul 13, 2005.
The following terms used in the Plan shall have the meanings set forth below:
(a) Affiliate means, with respect to the Company, any entity directly or indirectly controlling, controlled by, or under common control with the Company or any other entity designated by the Board in which the Company or an Affiliate has an interest.
(b) Beneficiary shall mean any person, persons, trust or other entity designated by a Participant to receive benefits, if any, under the Plan upon such Participants death. No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or Plan Administrator.
(c) Board shall mean the Board of Directors of Flextronics International Ltd.
(d) Change of Control shall mean (i) a merger or consolidation of Flextronics International Ltd. in which its voting securities immediately prior to the merger or consolidation do not represent, or are not converted into securities that represent, a majority of the voting power of all voting securities of the surviving entity immediately after the merger or consolidation; (ii) the sale, lease, conveyance or other disposition of all or substantially all of the Flextronics International Ltd.s assets as an entirety or substantially as an entirety to any person, entity or group acting in concert; (iii) any transaction or series of transactions (as a result of a tender offer, merger, consolidation or otherwise) that results in, or that is in connection with, any person, entity or group acting in concert becoming the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) directly or indirectly, of more than 50% of the aggregate voting power of all classes of shares of Flextronics International Ltd.; or (iv) a liquidation and winding up of the business of Flextronics International Ltd.
(e) Claimant shall have the meaning set forth in Section 9(a).
(f) Code shall mean the Internal Revenue Code of 1986, as amended, and Treasury Regulations issued thereunder.
(g) Committee shall mean the Compensation Committee appointed by the Board.
(h) Company shall mean Flextronics International USA, Inc., and its successors.
(i) Deferral Account shall mean the recordkeeping account established and maintained by the Company in the name of a Participant as provided in Section 4(b) for compensation payable to a Participant pursuant to a Deferral Agreement.
(j) Deferral Agreement shall mean an agreement executed by the Participant and the Company, in such form as approved by the Committee or the Plan Administrator, and as may be revised from time to time with respect to any one or more Participants by or at the direction of the Committee or Plan Administrator, whereby (A) the Participant (i) agrees to receive certain types of compensation in the future pursuant to the provisions of this Plan, (ii) elects to defer future compensation such Participant would otherwise be entitled to receive in cash from the Company, including an amount or percentage of compensation to be deferred, and/or (iii) makes such other elections as are permitted and provides such other information as is required under the Plan, and (B) the Participant specifies a schedule according to which the Participant will receive payout of his or her compensation that is payable in the future under this Plan. Each Deferral Agreement shall be consistent with this Plan and shall incorporate by its terms the provisions of this Plan.
(k) Deferral Day shall mean, for each Participant, the day on which the Company is required, by the terms of the applicable Deferral Agreement form or any other agreement between the Participant and the Company, to credit an amount to the Participants Deferral Account under this Plan.
(l) Disability shall mean that a Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participants employer. This definition shall be construed and administered in accordance with the requirements of Code Section 409A(a)(2)(C).
(m) Fair Market Value shall mean, on a given date of valuation, (i) with respect to any mutual fund, the closing net asset value as reported in The Wall Street Journal with respect to the date of valuation and (ii) with respect to a security traded on a national securities exchange or the NASDAQ National Market, the closing price on the date of valuation as reported in The Wall Street Journal.
(n) Hypothetical Investments shall have the meaning set forth in Section 4(d).
(o) Manager shall have the meaning set forth in Section 4(d).
(p) Officers shall have the meaning set forth in Section 8(b)(ii).
(q) Participant shall mean a present or former employee or director of the Company who participates in this Plan and any other present or former employee or director designated from time to time by the Committee.
(r) Plan shall mean this Flextronics International USA, Inc., 2005 Senior Executive Deferred Compensation Plan.
(s) Plan Administrator shall mean the Plan Administrator, if any, appointed pursuant to Section 3(a).
(t) Released Party shall have the meaning set forth in Section 8(b)(iii).
(u) Separation from Service shall mean, with respect to a Participant, the cessation of an Employees employment with the Employer, other than by death of Disability. This definition shall be construed and administered in accordance with the requirements of Code Section 409A(a)(2)(B)(i).
(v) Specified Employee shall mean a key employee (as defined in Code Section 416(i) without regard to paragraph 5 thereof) of Flextronics International Ltd., for so long as any of its stock is publicly traded on an established securities market or otherwise. This definition shall be construed and administered in accordance with the requirements of Code Section 409A(a)(2)(B)(i).
(w) Trust shall mean any trust or trusts established or designated by the Company pursuant to Section 5(a) to hold assets in connection with the Plan.
(x) Trustee shall have the meaning set forth in Section 5(a).
(y) Unforeseeable Emergency shall mean a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participants Spouse, or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participants property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. This definition shall be construed and administered in accordance with the requirements of Code Section 409A(a)(2)(B)(ii).