SOLECTRON CORP
EXHIBIT 10.7
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>9
<FILENAME>f89132exv10w7.txt
<DESCRIPTION>EXHIBIT 10.7
<TEXT>
<PAGE>
                                                                    Exhibit 10.7


                              SOLECTRON CORPORATION

                       RESTRICTED STOCK PURCHASE AGREEMENT

I.       NOTICE OF GRANT OF RESTRICTED STOCK

         NAME: MICHAEL CANNON

         ADDRESS: 4725 ARLENE PLACE PLEASANTON, CA 94566

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

<TABLE>
<S>                                                           <C>
         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
</TABLE>

         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
<PAGE>
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 New York
Stock Exchange 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

                (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.

                                      -2-
<PAGE>
            (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 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.

                                      -3-
<PAGE>
            (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. 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

                                      -4-
<PAGE>
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
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

                                      -5-
<PAGE>
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.

         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.

                                      -6-
<PAGE>
         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-
<PAGE>
         IN WITNESS WHEREOF, this Agreement is deemed made as of the date first
set forth above.

                                              SOLECTRON CORPORATION


                                              By /s/ Philip Fok
                                                ------------------------------
                                              Title: Corporate Secretary

                                              PURCHASER
                                               /s/ Michael Cannon
                                              --------------------------------
                                              Michael Cannon

                                              ADDRESS:

                                              4725 Arlene Place
                                              --------------------------------
                                              Pleasanton, CA 94566
                                              --------------------------------























            [SIGNATURE PAGE FOR RESTRICTED STOCK PURCHASE AGREEMENT]

                                      -8-
<PAGE>
                                   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:
      --------------------------------------



/s/ Michael Cannon
--------------------


















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.
<PAGE>
                                   EXHIBIT A-2

                            JOINT ESCROW INSTRUCTIONS

                                                                February 6, 2003

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 January 6, 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
<PAGE>
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-
<PAGE>
         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
                                    4725 Arlene Place
                                    Pleasanton, CA 94566

                  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-
<PAGE>
                                                        Very truly yours,

                                                        SOLECTRON CORPORATION

                                                        /s/ Roger Petersen
                                                        ------------------------


                                                        PURCHASER:

                                                        /s/ Michael Cannon
                                                        ------------------------
                                                        Michael Cannon

                                                        ESCROW AGENT:

                                                        /s/ Philip Fok
                                                        ------------------------
                                                        Corporate Secretary

                                      -4-
<PAGE>
                                   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


</TEXT>
</DOCUMENT>
