FLEXTRONICS INTERNATIONAL LTD, S-8, 2000-01-21

FLEXTRONICS INTERNATIONAL LTD
S-8, 2000-01-21
PRINTED CIRCUIT BOARDS

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As filed with the Securities and Exchange Commission on January 21, 2000
Registration No. 333- _____

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Flextronics International Ltd.
(Exact Name of Registrant as Specified in Its Charter)

Singapore Not Applicable
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)

11 Ubi Road 1, #07-01/02, Meiban Industrial Building, Singapore 408723
(Address of Principal Executive Offices)

Flextronics International Ltd.
1993 Share Option Plan
1997 Employee Share Purchase Plan

(Full Title of the Plans)

Michael E. Marks
Chairman and Chief Executive Officer
Flextronics International Ltd.
11 Ubi Road 1
#07-01/02 Meiban Industrial Building
Singapore 408723
(65) 844-3366
(Name, Address and Telephone Number of Agent For Service)

Copies to:

David K. Michaels, Esq.
Tram T. Phi, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306

This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
will begin as soon as reasonably practicable after such effective date.

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of Amount Proposed Maximum Proposed
Securities to be Offering Price Maximum Aggregate Amount of
to be Registered Registered (1) Per Share (4) Offering Price (4) Registration Fee
---------------- -------------- ------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Ordinary Shares, S$0.01 par value 2,000,000 (2) $45.375 $90,750,000 $23,958.00
1993 Share Option Plan

Ordinary Shares, S$0.01 par value 500,000 (3) $45.375 $22,687,500 $5,989.50
1997 Employee Share Purchase Plan
</TABLE>

(1) Reflects a two-for-one stock split of the Ordinary Shares of Flextronics
International Ltd. effected in the form of a one-for-one bonus issue
(equivalent to a stock dividend) on December 22, 1999.

(2) Represents additional shares available for issuance under the Flextronics
International Ltd. 1993 Share Option Plan. Pursuant to Rule 429 promulgated
under the Securities Act of 1933, as amended (the "Securities Act"), the
prospectuses relating to this Registration Statement also relate to the
shares registered under Form S-8 Registration Statement Nos. 33-99924,
333-42255 and 333-71049. A total of 14,400,000 shares issuable under the
1993 Share Option Plan has previously been registered under the Securities
Act.

(3) Represents additional shares available for issuance under the Flextronics
International Ltd. 1993 Employee Share Purchase Plan. Pursuant to Rule 429
promulgated under the Securities Act, the prospectus relating to this
Registration Statement also relate to the shares registered under Form S-8
Registration Statement No. 333-42255. A total of 300,000 shares issuable
under the 1997 Employee Share Purchase Plan have previously been registered
under the Securities Act.

(4) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low prices per Ordinary Share of Flextronics International Ltd. on
January 18, 2000 as reported by the Nasdaq National Market.

- --------------------------------------------------------------------------------

<PAGE>

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:

(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 1999, as amended, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
which Annual Report contains audited financial statements for the
fiscal year ended March 31, 1999;

(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended June 25, 1999 and September 24, 1999 filed pursuant to
Section 13(a) of the Exchange Act;

(c) The Registrant's Current Reports on Form 8-K filed with the Commission
on October 29, 1999, December 6, 1999 and December 23, 1999; and

(d) The description of the Registrant's Ordinary Shares contained in the
Registrant's registration statement on Form 8-A filed with the
Commission under Section 12(g) of the Exchange Act.

All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable.

Item 6. Indemnification of Directors and Officers.

As permitted by the laws of Singapore, the Articles of Association of the
Company provide that, subject to the Companies Act, the Company's directors and
officers will be indemnified by the Company against any liability incurred by
them in the execution and discharge of their duties or in relation thereto,
including any liability in defending any proceedings, whether civil or criminal,
which relate to anything done or omitted or alleged to have been done or omitted
as an officer, director or employee of the Company and in which judgment is
given in their favor or the proceeding is otherwise disposed of without a
finding or admission of any material breach of duty, or in which they are
acquitted or in connection with any application under any statute for relief
from liability in respect thereof in which relief is granted by the court.
Directors and officers may not be indemnified by the Company for acts, receipts,
neglects or defaults; joining in any receipt or other act for conformity; any
loss or expense happening to Flextronics through the insufficiency or deficiency
of title to any property acquired by Flextronics or the insufficiency or
deficiency of any security upon which any moneys of Flextronics are invested or
for any loss or damage arising from the bankruptcy, insolvency or tortuous act
of any person whom any moneys, securities or effects are deposited; or any other
loss or misfortune which happens in the execution of their duties.

The Companies Act renders void any provision for indemnifying a company's
directors or officers against liability which by law would otherwise attach to
them for any negligence, default, breach of duty or breach of trust of which
they may be guilty relating to the company. However, a company is not prohibited
from purchasing and maintaining insurance against any such liability except
where the liability arises out of conduct involving dishonesty or a willful
breach of duty; or indemnifying a director or officer against any liability
incurred in defending any proceedings, whether civil or criminal, in which
judgment is given in his favor or in which he is acquitted, or in connection
with any application in relation to liability in which relief is granted to him
by the court.

<PAGE>

The Company has entered into indemnification agreements with its officers
and directors. These indemnification agreements provide Flextronics' officers
and directors with indemnification to the maximum extent permitted by the
Companies Act.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

4.1 Indenture dated as of October 15, 1997 between the Registrant and State
Street Bank and Trust Company of California, N.A., as trustee.
(Incorporated by reference to Exhibit 10.1 of the Registrant's Current
Report on Form 8-K for the event reported on October 15, 1997.)

4.2 1993 Share Option Plan.

4.3 1997 Employee Share Purchase Plan.

5.1 Opinion of Allen & Gledhill.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Moore Stephens.

23.3 Consent of Allen & Gledhill (included in Exhibit 5.1).

24.1 Power of Attorney. Reference is made to the signature page of this
Registration Statement.

Item 9. Undertakings.

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:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement; and

(iii) 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;

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by

<PAGE>

those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, 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.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.

The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act; and,
where interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereby, 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 whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 San Jose, State of California, on the 20th day of
January, 2000.

FLEXTRONICS INTERNATIONAL LTD.

By: /s/ Michael E. Marks
-------------------------------
Michael E. Marks
Chairman of the Board
and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally, Michael E. Marks
and Robert R.B. Dykes and each one of them, his attorneys-in-fact, each with the
power of substitution, for him in any and all capacities, to sign any and all
amendments to this registration statement (including any and all amendments,
including post-effective amendments), and to file the same, with 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 substitutes, may do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Michael E. Marks Chairman of the Board, and Chief Executive January 20, 2000
- -----------------------
Michael E. Marks Officer (principal executive officer)

Director
- -----------------------
Tsui Sung Lam

/s/ Robert R.B. Dykes President, Systems Group and Chief January 20, 2000
- -----------------------
Robert R.B. Dykes Financial Officer (principal financial
and accounting officer)

/s/ Michael J. Moritz Director January 20, 2000
- -----------------------
Michael J. Moritz

/s/ Richard L. Sharp Director January 20, 2000
- -----------------------
Richard L. Sharp

/s/ Patrick Foley Director January 20, 2000
- -----------------------
Patrick Foley

/s/ Alain Ahkong Director January 20, 2000
- -----------------------
Alain Ahkong

/s/ Shing Leong Hui Director January 20, 2000
- -----------------------
Shing Leong Hui
</TABLE>

<PAGE>

EXHIBIT INDEX

Exhibit
Number Document Description
- ------ --------------------

4.2 1993 Share Option Plan.

4.3 1997 Employee Share Purchase Plan.

5.1 Opinion of Allen & Gledhill.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Moore Stephens.

23.3 Consent of Allen & Gledhill (included in Exhibit 5.1).

24.1 Power of Attorney. Reference is made to the signature page of this
Registration Statement.

Exhibit 4.2

FLEXTRONICS INTERNATIONAL LTD.

1993 SHARE OPTION PLAN

(As Amended and Restated through September 11, 1998)

ARTICLE ONE

GENERAL

I. PURPOSE OF THE PLAN

A. This 1993 Share Option Plan (the "Plan") is intended to promote the
interests of Flextronics International Ltd., a Singapore corporation (the
"Corporation"), by providing (i) key employees (including officers) of the
Corporation (or its parent or subsidiary corporations) who are responsible for
the management, growth and financial success of the Corporation (or its parent
or subsidiary corporations), (ii) certain non-employee members of the
Corporation's Board of Directors (the "Board") and (iii) certain consultants and
other independent contractors who provide valuable services to the Corporation
(or its parent or subsidiary corporations) with the opportunity to acquire a
proprietary interest, or otherwise increase their proprietary interest, in the
Corporation as an incentive for them to remain in the service of the Corporation
(or its parent or subsidiary corporations).

B. The Plan shall become effective on December 1, 1993 upon adoption by the
Board, and such date shall accordingly constitute the Effective Date of the
Plan.

II. DEFINITIONS

A. For purposes of the Plan, the following definitions shall be in effect:

Board: the Corporation's Board of Directors.

Change in Control: a change in ownership or control of the Corporation
effected through either of the following transactions:

a. the direct or indirect acquisition by any person or related group
of persons (other than the Corporation or a person that directly or
indirectly controls, is controlled by, or is under common control with, the
Corporation) of beneficial ownership (within the meaning of Rule 13d-3 of
the 1934 Act) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Corporation's outstanding securities
pursuant to a tender or exchange offer made directly to the Corporation's
stockholders which the Board does not recommend such stockholders to
accept; or

b. a change in the composition of the Board over a period of
thirty-six (36) consecutive months or less such that a majority of the
Board members (rounded up to the next whole number) ceases, by reason of
one or more proxy contests for the election of Board members, to be
comprised of individuals who either (i) have been Board members
continuously since the beginning of such period or (ii) have been elected
or nominated for election as Board members during such period by at least a
majority of the Board members described in clause (i) who were still in
office at the time such election or nomination was approved by the Board.

Code: the U.S. Internal Revenue Code of 1986, as amended.

<PAGE>

Corporate Transaction: any of the following stockholder-approved
transactions to which the Corporation is a party:

a. a merger or consolidation in which the Corporation is not the
surviving entity, except for a transaction the principal purpose of which
is to change the state in which the Corporation is incorporated,

b. the sale, transfer or other disposition of all or substantially all
of the assets of the Corporation in complete liquidation or dissolution of
the Corporation, or

c. any reverse merger in which the Corporation is the surviving entity
but in which securities possessing more than fifty percent (50%) of the
total combined voting power of the Corporation's outstanding securities are
transferred to a person or persons different from the persons holding those
securities immediately prior to such merger.

Employee: an individual who performs services while in the employ of the
Corporation or one or more parent or subsidiary corporations, subject to the
control and direction of the employer entity not only as to the work to be
performed but also as to the manner and method of performance.

Exercise Date: the date on which the Corporation shall have received
written notice of the option exercise.

Fair Market Value: the Fair Market Value per Ordinary Share determined in
accordance with the following provisions:

a. If the Ordinary Shares are not at the time listed or admitted to
trading on any U.S. national stock exchange but are traded on the Nasdaq
National Market, the Fair Market Value shall be the closing selling price
per Ordinary Share on the date in question, as such price is reported by
the National Association of Securities Dealers through the Nasdaq National
Market or any successor system. If there is no reported closing selling
price for the Ordinary Shares on the date in question, then the closing
selling price per Ordinary Share on the last preceding date for which such
quotation exists shall be determinative of Fair Market Value.

b. If the Ordinary Shares are at the time listed or admitted to
trading on any U.S. national stock exchange, then the Fair Market Value
shall be the closing selling price per Ordinary Share on the date in
question on the U.S. exchange determined by the Plan Administrator to be
the primary market for the Ordinary Shares, as such price is officially
quoted in the composite tape of transactions on such exchange. If there is
no reported sale of the Ordinary Shares on such exchange on the date in
question, then the Fair Market Value shall be the closing selling price per
Ordinary Share on the exchange on the last preceding date for which such
quotation exists.

c. If the Ordinary Shares are on the date in question neither listed
nor admitted to trading on any U.S. national stock exchange nor traded on
the Nasdaq National Market, then the Fair Market Value per Ordinary Share
on such date shall be determined by the Plan Administrator after taking
into account such factors as the Plan Administrator shall deem appropriate.

Hostile Take-Over: a change in ownership of the Corporation effected
through the following transaction:

<PAGE>

b. the acceptance of more than fifty percent (50%) of the securities
so acquired in such tender or exchange offer from holders other than
Section 16 Insiders.

Incentive Option: a stock option which satisfies the requirements of Code
Section 422.

Initial Automatic Grant Date: January 24, 1994.

1934 Act: the U.S. Securities and Exchange Act of 1934, as amended from
time to time.

Non-Statutory Option: a stock option not intended to meet the requirements
of Code Section 422.

Optionee: any person to whom an option is granted under the Discretionary
Option Grant or Automatic Option Grant Program in effect under the Plan.

Ordinary Shares: ordinary shares of the Corporation with a par value of
S$0.01 per share.

Parent: any corporation (other than the Corporation) in an unbroken chain
of corporations ending with the Corporation, provided each corporation in the
unbroken chain (other than the Corporation) owns, at the time of the
determination, stock possessing more than fifty percent (50%) of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

Permanent Disability or Permanently Disabled: the inability of the Optionee
or the Participant to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment expected to result in
death or to be of continuous duration of twelve (12) months or more.

Plan Administrator: the particular entity, whether the Primary Committee,
the Board or the Secondary Committee, which is authorized to administer the
Discretionary Option Grant Program with respect to one or more classes of
eligible persons, to the extent such entity is carrying out its administrative
functions under that program with respect to the persons under its jurisdiction.

Primary Committee: the committee of two (2) or more non-employee Board
members appointed by the Board to administer the Discretionary Option Grant
Program with respect to Section 16 Insiders.

Secondary Committee: the committee of one (1) or more Board members
appointed by the Board to administer the Discretionary Option Grant Program with
respect to eligible persons other than Section 16 Insiders.

Service: the performance of services on a periodic basis to the Corporation
(or any parent or subsidiary corporation) in the capacity of an Employee, a
non-employee member of the Board or an independent consultant or advisor, except
to the extent otherwise specifically provided in the applicable stock option
agreement.

Section 12(g) Registration Date: the date on which the initial registration
of the Ordinary Shares under Section 12(g) of the 1934 Act becomes effective.

Section 16 Insider: an officer or director of the Corporation subject to
the short-swing profit restrictions of Section 16 of the 1934 Act.

Subsidiary: any corporation (other than the Corporation) in an unbroken
chain of corporations beginning with the Corporation, provided each corporation
(other than the last corporation) in the unbroken chain owns, at the time of the
determination, stock possessing more than fifty percent (50%) of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

Take-Over Price: the greater of (a) the Fair Market Value per Ordinary
Share on the date the particular option to purchase Ordinary Shares is
surrendered to the Corporation in connection with a Hostile Take-Over or (b) the
highest reported price per Ordinary Share paid by the tender offeror in
effecting such Hostile Take-Over.

<PAGE>

However, if the surrendered option is an Incentive Option, the Take-Over Price
shall not exceed the clause (a) price per share.

Underwriting Execution Date: the date on which the Underwriting Agreement
for the initial public offering of the Ordinary Shares in the U.S. is executed
and priced.

B. The following provisions shall be applicable in determining the parent
and subsidiary corporations of the Corporation:

Any corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation shall be considered to be a parent
of the Corporation, provided each such corporation in the unbroken chain
(other than the Corporation) owns, at the time of the determination, 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.

Each corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation shall be considered to be a
subsidiary of the Corporation, provided each such corporation in the
unbroken chain (other than the last corporation) owns, at the time of the
determination, 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.

III. STRUCTURE OF THE PLAN

A. Stock Programs. The Plan shall be divided into two (2) components: the
Discretionary Option Grant Program specified in Article Two and the Automatic
Option Grant Program specified in Article Three. Under the Discretionary Option
Grant Program, eligible individuals may, at the discretion of the Plan
Administrator, be granted options to purchase Ordinary Shares in accordance with
the provisions of Article Two. Under the Automatic Option Grant Program,
non-employee members of the Board will receive special option grants at periodic
intervals to purchase Ordinary Shares in accordance with the provisions of
Article Three.

B. General Provisions. Unless the context clearly indicates otherwise, the
provisions of Articles One and Four shall apply to the Discretionary Option
Grant and the Automatic Option Grant Programs and shall accordingly govern the
interests of all individuals under the Plan.

IV. ADMINISTRATION OF THE PLAN

A. The Primary Committee shall have sole and exclusive authority to
administer the Discretionary Option Grant Program with respect to Section 16
Insiders. No non-employee Board member shall be eligible to serve on the Primary
Committee if such individual has, during the twelve (12)-month period
immediately preceding the date of his or her appointment to the Committee or (if
shorter) the period commencing with the Section 12(g) Registration Date and
ending with the date of his or her appointment to the Primary Committee,
received an option grant under the Plan or any other stock option, stock
appreciation, stock bonus or other stock plan of the Corporation (or any parent
or subsidiary corporation), other than pursuant to the Automatic Option Grant
Program.

B. Administration of the Discretionary Option Grant Program with respect to
all other persons eligible to participate in that program may, at the Board's
discretion, be vested in the Primary Committee or a Secondary Committee, or the
Board may retain the power to administer that program with respect to all such
persons. The members of the Secondary Committee may be Board members who are
Employees eligible to receive discretionary option grants under the Plan or any
other stock option, stock appreciation, stock bonus or other stock plan of the
Corporation (or any Parent or Subsidiary).

C. Members of the Primary Committee or any Secondary Committee shall serve
for such period of time as the Board may determine and may be removed by the
Board at any time. The Board may also at any time

<PAGE>

terminate the functions of any Secondary Committee and reassume all powers and
authority previously delegated to such committee. D. Each Plan Administrator
shall, within the scope of its administrative functions under the Plan, have
full power and authority (subject to the provisions of the Plan) to establish
such rules and regulations as it may deem appropriate for proper administration
of the Discretionary Option Grant Program and to make such determinations under,
and issue such interpretations of the provisions of such program and any
outstanding options or stock issuances thereunder as it may deem necessary or
advisable. Decisions of the Plan Administrator within the scope of its
administrative functions under the Plan shall be final and binding on all
parties who have an interest in the Discretionary Option Grant Program under its
jurisdiction or any option grant thereunder. E. Service on the Primary Committee
or the Secondary Committee shall constitute service as a Board member, and
members of each such committee shall accordingly be entitled to full
indemnification and reimbursement as Board members for their service on such
committee. No member of the Primary Committee or the Secondary Committee shall
be liable for any act or omission made in good faith with respect to the Plan or
any option grants under the Plan.

F. Administration of the Automatic Option Grant Program shall be
self-executing in accordance with the terms and conditions of that program, and
no Plan Administrator shall exercise any discretionary functions with respect to
any option grants made under that program.

V. OPTION GRANTS

A. The persons eligible to participate in the Discretionary Option Grant
Program under Article Two shall be limited to the following:

l. officers and other key employees of the Corporation (or its parent
or subsidiary corporations) who render services which contribute to the
management, growth and financial success of the Corporation (or its parent
or subsidiary corporations); and

2. those consultants or other independent contractors who provide
valuable services to the Corporation (or its parent or subsidiary
corporations) but who are not residents of Singapore.

B. Non-employee Board members shall not be eligible to participate in the
Discretionary Option Grant Program. Such individuals shall, however, be eligible
to receive automatic option grants pursuant to the provisions of Article Three,
provided such individuals are not residents of Singapore.

C. The Plan Administrator shall have full authority to determine which
eligible individuals are to receive option grants under the Discretionary Option
Grant Program, the number of Ordinary Shares to be covered by each such grant,
the status of the granted option as either an Incentive Option or a
Non-Statutory Option, the time or times at which each granted option is to
become exercisable and the maximum term for which the option may remain
outstanding.

VI. STOCK SUBJECT TO THE PLAN

A. The maximum number of Ordinary Shares which may be issued over the term
of the Plan shall not exceed 7,200,000* Ordinary Shares, subject to adjustment
from time to time in accordance with the provisions of this Section VI. The
Ordinary Shares reserved for issuance under the Plan shall be drawn from the
Corporation's authorized but unissued Ordinary Shares.

B. In no event may the aggregate number of Ordinary Shares for which any
one individual participating in the Plan may be granted stock options exceed
1,000,000* Ordinary Shares over the term of this Plan.

<PAGE>

C. Should one or more outstanding options under this Plan expire or
terminate for any reason prior to exercise in full (including any option
cancelled in accordance with the cancellation-regrant provisions of Section IV
of Article Two of the Plan), then the Ordinary Shares subject to the portion of
each option not so exercised shall be available for subsequent issuance under
the Plan. Ordinary Shares subject to any option or portion thereof surrendered
in accordance with Section V of Article Two or Section III of Article Three and
all Ordinary Shares issued under the Plan shall reduce on a share-for-share
basis the number of Ordinary Shares available for subsequent issuance the Plan.

D. Should any change be made to the Ordinary Shares issuable under the Plan
by reason of any stock split, stock dividend, recapitalization, combination of
shares, exchange of

shares or other change affecting the outstanding Ordinary Shares as a class
without the Corporation's receipt of consideration, then appropriate adjustments
shall be made to (i) the maximum number and/or class of securities issuable
under the Plan, (ii) the maximum number and/or class of securities for which any
one individual participating in the Plan may be granted stock options over the
term of the Plan, (iii) the number and/or class of securities for which
automatic option grants are to be subsequently made per newly-elected or
continuing non-employee Board member under the Automatic Option Grant Program
and (iv) the number and/or class of securities and price per share in effect
under each option outstanding under the Discretionary Option Grant or Automatic
Option Grant Program. Such adjustments to the outstanding options are to be
effected in a manner which shall preclude the enlargement or dilution of rights
and benefits under such options. The adjustments determined by the Plan
Administrator shall be final, binding and conclusive.

ARTICLE TWO

DISCRETIONARY OPTION GRANT PROGRAM

I. TERMS AND CONDITIONS OF OPTIONS

Options granted pursuant to the Discretionary Option Grant Program shall be
authorized by action of the Plan Administrator and may, at the Plan
Administrator's discretion, be either Incentive Options or Non-Statutory
Options. Individuals who are not Employees of the Corporation or its parent or
subsidiary corporations may only be granted Non-Statutory Options. Each granted
option shall be evidenced by one or more instruments in the form approved by the
Plan Administrator; provided, however, that each such instrument shall comply
with the terms and conditions specified below. Each instrument evidencing an
Incentive Option shall, in addition, be subject to the applicable provisions of
Section II of this Article Two.

A. Exercise Price.

1. The exercise price per Ordinary Share shall be fixed by the Plan
Administrator in accordance with the following provisions:

a. The exercise price per Ordinary Share subject to an Incentive
Option shall in no event be less than one hundred percent (100%) of the
Fair Market Value per Ordinary Share on the grant date.

b. The exercise price per Ordinary Share subject to a Non-Statutory
Option shall in no event be less than eighty-five percent (85%) of the Fair
Market Value per Ordinary Share on the grant date.

c. In no event may the exercise price per Ordinary Share subject to
any Incentive or Non-Statutory Option be less than the par value of such
Ordinary Share.

<PAGE>

2. The exercise price shall become immediately due upon exercise of the
option and, subject to the provisions of Section I of Article Four and the
instrument evidencing the grant, shall be payable in one of the following
alternative forms specified below:

a. full payment in cash or check made payable to the Corporation's
order;

b. full payment through a broker-dealer sale and remittance procedure
pursuant to which the Optionee shall provide concurrent irrevocable written
instructions (i) to a Corporation-designated brokerage firm to effect the
immediate sale of the purchased Ordinary Shares and remit to the
Corporation, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate exercise price payable for the
purchased Ordinary Shares plus all applicable Federal, state and local
income and employment taxes required to be withheld by the Corporation in
connection with such purchase and (ii) to the Corporation to deliver the
certificates for the purchased Ordinary Shares directly to such brokerage
firm in order to complete the sale transaction; or

c. conversion of a convertible note issued by the Corporation or a
Subsidiary, the terms of which provide that it is convertible into Ordinary
Shares issuable pursuant to the 1993 Plan (with the principal amount and
any accrued interest being converted and credited dollar for dollar to the
payment of the exercise price).

B. Term and Exercise of Options. Each option granted under this
Discretionary Option Grant Program shall be exercisable at such time or times
and during such period as is determined by the Plan Administrator and set forth
in the instrument evidencing the grant. No such option, however, shall have a
maximum term in excess of five (5) years measured from the grant date. The
option, together with any stock appreciation rights pertaining to such option,
shall be assignable or transferable by the Optionee. The Optionee shall be
required to comply with all applicable laws in connection with any such transfer
or assignment, and the Plan Administrator shall have the discretion to adopt
such rules as it deems necessary to ensure that any assignment or transfer is in
compliance with all applicable laws.

C. Termination of Service.
1. The following provisions shall govern the exercise period
applicable to any outstanding options held by the Optionee at the time of
cessation of Service or death.

a. Should an Optionee cease Service for any reason (including death or
Permanent Disability) while holding one or more outstanding options under
this Article Two, then none of those options shall (except to the extent
otherwise provided pursuant to subparagraph 3 below) remain exercisable for
more than a twenty-four (24)-month period (or such shorter period
determined by the Plan Administrator and set forth in the instrument
evidencing the grant) measured from the date of such cessation of Service.

b. Any option held by the Optionee under this Article Two and
exercisable in whole or in part on the date of his or her death may be
subsequently exercised by the personal representative of the Optionee's
estate or by the person or persons to whom the option is transferred
pursuant to the Optionee's will or in accordance with the laws of descent
and distribution. However, the right to exercise such option shall lapse
upon the earlier of (i) the second anniversary of the date of the
Optionee's death (or such shorter period determined by the Plan
Administrator and set forth in the instrument evidencing the grant) or (ii)
the specified expiration date of the option term. Accordingly, upon the
occurrence of the earlier event, the option shall terminate and cease to
remain outstanding.

c. Under no circumstances shall any such option be exercisable after
the specified expiration date of the option term.

<PAGE>

d. During the applicable post-Service exercise period, the option may
not be exercised in the aggregate for more than the number of Ordinary
Shares (if any) for which that option is exercisable at the time of the
Optionee's cessation of Service. Upon the expiration of the limited
post-Service exercise period or (if earlier) upon the specified expiration
date of the option term, each such option shall terminate and cease to be
outstanding with respect to any vested Ordinary Shares for which the option
has not otherwise been exercised. However, each outstanding option shall
immediately terminate and cease to be outstanding, at the time of the
Optionee's cessation of Service, with respect to any Ordinary Shares for
which the option is not otherwise at that time exercisable or in which
Optionee is not otherwise vested.

e. Should (i) the Optionee's Service be terminated for misconduct
(including, but not limited to, any act of dishonesty, willful misconduct,
fraud or embezzlement) or (ii) the Optionee make any unauthorized use or
disclosure of confidential information or trade secrets of the Corporation
or its parent or subsidiary corporations, then in any such event all
outstanding options held by the Optionee under this Article Two shall
terminate immediately and cease to remain outstanding.

2. The Plan Administrator shall have complete discretion, exercisable
either at the time the option is granted or at any time while the option remains
outstanding, to permit one or more options held by the Optionee under this
Article Two to be exercised, during the limited post-Service exercise period
applicable under this paragraph C., not only with respect to the number of
vested Ordinary Shares for which each such option is exercisable at the time of
the Optionee's cessation of Service but also with respect to one or more
subsequent installments of vested Ordinary Shares for which the option would
otherwise have become exercisable had such cessation of Service not occurred.

3. The Plan Administrator shall also have full power and authority,
exercisable either at the time the option is granted or at any time while the
option remains outstanding, to extend the period of time for which the option is
to remain exercisable following the Optionee's cessation of Service or death
from the limited period in effect under subparagraph 1. above to such greater
period of time as the Plan Administrator shall deem appropriate. In no event,
however, shall such option be exercisable after the specified expiration date of
the option term.

D. Stockholder Rights. An optionee shall have no stockholder rights with
respect to the Ordinary Shares subject to the option until such individual shall
have exercised the option and paid the exercise price for the purchased Ordinary
Shares.

II. INCENTIVE OPTIONS

The terms and conditions specified below shall be applicable to all
Incentive Options granted under this Article Two. Incentive Options may only be
granted to individuals who are Employees of the Corporation. Options which are
specifically designated as Non-Statutory Options when issued under the Plan
shall not be subject to such terms and conditions. Except as so modified by this
Section II, the provisions of Articles One, Two and Four of the Plan shall apply
to all Incentive Options granted hereunder.

A. Dollar Limitation. The aggregate Fair Market Value (determined as of the
respective date or dates of grant) of the Ordinary Shares for which one or more
options granted to any Employee under this Plan (or any other option plan of the
Corporation or its parent or subsidiary corporations) may for the first time
become exercisable as incentive stock options under the Code during any one
calendar year shall not exceed the sum of One Hundred Thousand Dollars
($100,000). To the extent the Employee holds two (2) or more such options which
become exercisable for the first time in the same calendar year, the foregoing
limitation on the exercisability of such options as incentive stock options
under the Code shall be applied on the basis of the order in which such options
are granted. Should the number of Ordinary Shares for which any Incentive Option
first becomes exercisable in any calendar year exceed the applicable One Hundred
Thousand Dollar ($100,000) limitation, then that option may nevertheless be
exercised in such calendar year for the excess number of shares as a
non-statutory option under the Code.

<PAGE>

B. 10% Stockholder. If any individual to whom an Incentive Option is
granted is the owner of stock (as determined under Section 424(d) of the Code)
possessing ten percent (10%) or more of the total combined voting power of all
classes of stock of the Corporation or any one of its parent or subsidiary
corporations, then the exercise price per Ordinary Share shall not be less than
the greater of (i) one hundred and ten percent (110%) of the Fair Market Value
per Ordinary Share on the grant date or (ii) the par value of such Ordinary
Share.

III. CORPORATE TRANSACTION/CHANGE IN CONTROL

A. In the event of any Corporate Transaction, each option which is at the
time outstanding under this Article Two shall automatically accelerate so that
each such option shall, immediately prior to the specified effective date for
the Corporate Transaction, become fully exercisable with respect to the total
number of Ordinary Shares at the time subject to such option and may be
exercised for all or any portion of such Ordinary Shares. However, an
outstanding option under this Article Two shall not so accelerate if and to the
extent: (i) such option is, in connection with the Corporate Transaction, either
to be assumed by the successor corporation or parent thereof or to be replaced
with a comparable option to purchase shares of the capital stock of the
successor corporation or parent thereof, (ii) such option is to be replaced with
a cash incentive program of the successor corporation which preserves the option
spread existing at the time of the Corporate Transaction and provides for
subsequent payout in accordance with the same vesting schedule applicable to
such option or (iii) the acceleration of such option is subject to other
limitations imposed by the Plan Administrator at the time of the option grant.
The determination of option comparability under clause (i) above shall be made
by the Plan Administrator, and its determination shall be final, binding and
conclusive.

B. Immediately following the consummation of the Corporate Transaction, all
outstanding options under this Article Two shall terminate and cease to remain
outstanding, except to the extent assumed by the successor corporation or its
parent company.

C. Each outstanding option under this Article Two which is assumed in
connection with the Corporate Transaction or is otherwise to continue in effect
shall be appropriately adjusted, immediately after such Corporate Transaction,
to apply and pertain to the number and class of securities which would have been
issued to the option holder, in consummation of such Corporate Transaction, had
such person exercised the option immediately prior to such Corporate
Transaction. Appropriate adjustments shall also be made to the exercise price
payable per share, provided the aggregate exercise price payable for such
securities shall remain the same. In addition, the class and number of
securities available for issuance under the Plan following the consummation of
the Corporate Transaction shall be appropriately adjusted.

D. The Plan Administrator shall have the discretion, exercisable either in
advance of any actually-anticipated Corporate Transaction or at the time of an
actual Corporate Transaction, to provide (upon such terms as it may deem
appropriate) for the automatic acceleration of one or more outstanding options
granted under the Plan which are assumed or replaced in the Corporate
Transaction and do not otherwise accelerate at that time, in the event the
Optionee's Service should subsequently terminate within a designated period
following such Corporate Transaction.

E. The Plan Administrator shall have the discretionary authority,
exercisable either in advance of any actually-anticipated Change in Control or
at the time of an actual Change in Control, to provide for the automatic
acceleration of one or more outstanding options under this Article Two upon the
occurrence of the Change in Control. The Plan Administrator shall also have full
power and authority to condition any such option acceleration upon the
subsequent termination of the Optionee's Service within a specified period
following the Change in Control.

F. Any options accelerated in connection with the Change in Control shall
remain fully exercisable until the expiration or sooner termination of the
option term.

G. The grant of options under this Article Two shall in no way affect the
right of the Corporation to adjust, reclassify, reorganize or otherwise change
its capital or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.

<PAGE>

H. The portion of any Incentive Option accelerated under this Section III
in connection with a Corporate Transaction or Change in Control shall remain
exercisable as an incentive stock option under the Code only to the extent the
dollar limitation of Section II of this Article Two is not exceeded. To the
extent such dollar limitation is exceeded, the accelerated portion of such
option shall be exercisable as a non-statutory option under the Code.

IV. CANCELLATION AND REGRANT OF OPTIONS

The Plan Administrator shall have the authority to effect, at any time and
from time to time, with the consent of the affected Optionees, the cancellation
of any or all outstanding options under this Article Two and to grant in
substitution new options under the Plan covering the same or different numbers
of Ordinary Shares but with an exercise price per Ordinary Share not less than
(i) eighty-five percent (85%) of the Fair Market Value per Ordinary Share on the
new grant date or (ii) one hundred percent (100%) of such Fair Market Value in
the case of an Incentive Option, but in no event shall the exercise price per
Ordinary Share be less than the par value of such Ordinary Share.

V. STOCK APPRECIATION RIGHTS

A. Provided and only if the Plan Administrator determines in its discretion
to implement the stock appreciation right provisions of this Section V, one or
more Optionees may be granted the right, exercisable upon such terms and
conditions as the Plan Administrator may establish, to surrender all or part of
an unexercised option under this Article Two in exchange for a distribution from
the Corporation in an amount equal to the excess of (i) the Fair Market Value
(on the option surrender date) of the number of vested Ordinary Shares for which
the surrendered option (or surrendered portion thereof) is at the time
exercisable over (ii) the aggregate exercise price payable for such vested
Ordinary Shares.

B. No surrender of an option shall be effective hereunder unless it is
approved by the Plan Administrator. If the surrender is so approved, then the
distribution to which the Optionee shall accordingly become entitled under this
Section V may be made in Ordinary Shares valued at Fair Market Value on the
option surrender date, in cash, or partly in Ordinary Shares and partly in cash,
as the Plan Administrator shall in its sole discretion deem appropriate.

C. If the surrender of an option is rejected by the Plan Administrator,
then the Optionee shall retain whatever rights the Optionee had under the
surrendered option (or surrendered portion thereof) on the option surrender date
and may exercise such rights at any time prior to the later of (i) five (5)
business days after the receipt of the rejection notice or (ii) the last day on
which the option is otherwise exercisable in accordance with the terms of the
instrument evidencing such option, but in no event may such rights be exercised
more than five (5) years after the date of the option grant.

D. One or more Section 16 Insiders may, in the Plan Administrator's sole
discretion, be granted limited stock appreciation rights in tandem with their
outstanding options under this Article Two. Upon the occurrence of a Hostile
Take-Over, the Section 16 Insider shall have a thirty (30)-day period in which
he or she may surrender any outstanding options with such a limited stock
appreciation right in effect for at least six (6) months to the Corporation, to
the extent such option is at the time exercisable for vested Ordinary Shares.
The Section 16 Insiders shall in return be entitled to a cash distribution from
the Corporation in an amount equal to the excess of (i) the Take-Over Price of
the vested Ordinary Shares for which each surrendered option (or surrendered
portion thereof) is at the time exercisable over (ii) the aggregate exercise
price payable for such Ordinary Shares. The cash distribution payable upon such
option surrender shall be made within five (5) days following the date the
option is surrendered to the Corporation. Neither the approval of the Plan
Administrator nor the consent of the Board shall be required in connection with
such option surrender and cash distribution. Any unsurrendered portion of the
option shall continue to remain outstanding and become exercisable in accordance
with the terms of the instrument evidencing such grant.

<PAGE>

E. The Ordinary Shares subject to any option surrendered for an
appreciation distribution pursuant to this Section V shall not be available for
subsequent issuance under the Plan.

ARTICLE THREE

AUTOMATIC OPTION GRANT PROGRAM

I. ELIGIBILITY

A. Eligible Directors. The individuals eligible to receive automatic option
grants pursuant to the provisions of this Article Three shall be limited to (i)
those individuals who are serving as non-employee Board members on the Initial
Automatic Grant Date, (ii) those individuals who are first elected or appointed
as non-employee Board members after the Initial Automatic Grant Date, whether
through appointment by the Board or election by the Corporation's stockholders,
and (iii) those individuals who continue to serve as non-employee Board members
at one or more Annual Stockholders Meetings held after the Underwriting
Execution Date. In no event, however, may any non-employee Board member who is a
Singapore resident participate in this Automatic Option Grant Program. Any
non-employee Board member eligible to participate in the Automatic Option Grant
Program pursuant to the foregoing criteria shall be designated an Eligible
Director for purposes of the Plan.

B. Limitation. Except for the option grants to be made pursuant to the
provisions of this Automatic Option Grant Program, a non-employee Board member
shall not be entitled to receive any additional option grants or stock issuances
under this Plan or any other stock plan of the Corporation (or its parent or
subsidiaries) during his or her period of Board service.

II. TERMS AND CONDITIONS OF AUTOMATIC OPTION GRANTS

A. Grant Dates. Option grants shall be made under this Article Three on the
dates specified below:

1. Initial Grant.

Each individual serving as an Eligible Director on the Initial Automatic
Grant Date shall automatically be granted on such date a Non-Statutory Option to
purchase 30,000 Ordinary Shares upon the terms and conditions of this Article
Three.

Each individual who first becomes an Eligible Director after the Initial
Automatic Grant Date, whether through election by the stockholders or
appointment by the Board, shall automatically be granted, at the time of such
initial election or appointment, a Non-Statutory Option to purchase 30,000
Ordinary Shares upon the terms and conditions of this Article Three.

2. Annual Grant. On the date of each Annual Stockholders Meeting held after
the Underwriting Execution Date, each individual who is at that time serving as
an Eligible Director, whether or not such individual is standing for reelection
as a Board member at that Annual Meeting, shall automatically be granted a
Non-Statutory Option to purchase an additional 6,000* Ordinary Shares upon the
terms and conditions of this Article Three, provided such individual has served
as a Board member for at least six (6) months.

B. There shall be no limit on the number of such 6,000* Ordinary Share
option grants any one Eligible Director may receive over his or her period of
Board service. The number of Ordinary Shares for which the automatic option
grants are to be made to each newly elected or continuing Eligible Director
shall be subject to periodic adjustment pursuant to the applicable provisions of
Section VI.C. of Article One.

C. Exercise Price. The exercise price per Ordinary Share subject to each
automatic option grant made under this Article Three shall be determined as
follows:

<PAGE>

- For each automatic option grant made on the Initial Automatic Grant Date,
the exercise price per Ordinary Share shall be equal to the Fair Market Value
per Ordinary Share on such date as shall be determined by the Plan Administrator
after taking into account such factors as the Plan Administrator deems relevant.

- For all other automatic option grants, the exercise price per Ordinary
Share shall be equal to one hundred percent (100%) of the Fair Market Value per
Ordinary Share on the automatic grant date, but in no event less than the par
value of such Ordinary Share.

D. Payment. The exercise price shall be payable in one of the alternative
forms specified below:

1. full payment in cash or check made payable to the Corporation's order;
or

2. to the extent the option is exercised for vested Ordinary Shares, full
payment through a sale and remittance procedure pursuant to which the
non-employee Board member shall provide concurrent irrevocable written
instructions (i) to a Corporation-designated brokerage firm to effect the
immediate sale of the purchased Ordinary Shares and remit to the Corporation,
out of the sale proceeds available on the settlement date, sufficient funds to
cover the aggregate exercise price payable for the purchased Ordinary Shares and
(ii) to the Corporation to deliver the certificates for the purchased Ordinary
Shares directly to such brokerage firm in order to complete the sale
transaction.

E. Option Term. Each automatic grant under this Article Three shall have a
maximum term of five (5) years measured from the automatic grant date.

F. Exercisability. Each automatic grant shall become exercisable for the
Ordinary Shares subject to that grant in a series of successive equal monthly
installments upon the Optionee's completion of each month of Board service over
the twenty-four (24) month period measured from the automatic grant date. The
exercisability of each such grant shall be subject to acceleration as provided
in Section II.G and Section III of this Article Three. In no event, however,
shall any automatic option grant become exercisable for any additional Ordinary
Shares after the Optionee's cessation of Board service.

G. Transferability. Each automatic option grant, together with the limited
stock appreciation right pertaining to such option, shall be assignable or
transferable by the Optionee. The Optionee shall be required to comply with all
applicable laws in connection with any such transfer or assignment, and the Plan
Administrator shall have the discretion to adopt such rules as it deems
necessary to ensure that any assignment or transfer is in compliance with all
applicable laws.

H. Termination of Board Service.

1. Should the Optionee cease to serve as a Board member for any reason
(other than death or Permanent Disability) while holding one or more automatic
option grants under this Article Three, then such individual shall have a six
(6)-month period following the date of such cessation of Board service in which
to exercise each such option for any or all of the option shares for which the
option is exercisable at the time of such cessation of Board service. Each such
option shall immediately terminate and cease to remain outstanding, at the time
of the Optionee's cessation of Board service, with respect to any option shares
for which the option is not otherwise at that time exercisable.

2. Should the Optionee die within six (6) months after cessation of Board
service, then any automatic option grant held by the Optionee at the time of
death may subsequently be exercised, for any or all of the option shares for
which the option is exercisable at the time of the Optionee's cessation of Board
service (less any option shares subsequently purchased by the Optionee prior to
death), by the personal representative of the Optionee's estate or by the person
or persons to whom the option is transferred pursuant to the Optionee's will or
in accordance with the laws of descent and distribution. The right to exercise
each such option shall lapse upon the expiration of the twelve (12)-month period
measured from the date of the Optionee's death.

<PAGE>

3. Should the Optionee die or become Permanently Disabled while serving as
a Board member, then each automatic option grant held by such Optionee under
this Article Three shall immediately become exercisable for all the Ordinary
Shares subject to that option, and the Optionee (or the representative of the
Optionee's estate or the person or persons to whom the option is transferred
upon the Optionee's death) shall have a twelve (12)-month period following the
date of the Optionee's cessation of Board service in which to exercise such
option for any or all of those Ordinary Shares as fully-vested shares.

4. In no event shall any automatic grant under this Article Three remain
exercisable after the expiration date of the five (5)-year option term. Upon the
expiration of the applicable post-service exercise period under subparagraphs 1.
through 3. above or (if earlier) upon the expiration of the five (5)-year option
term, the automatic grant shall terminate and cease to be outstanding for any
option shares for which the option was exercisable at the time of the Optionee's
cessation of Board service but for which such option was not otherwise
exercised.

I. Stockholder Rights. The holder of an automatic option grant under this
Article Three shall have none of the rights of a stockholder with respect to the
Ordinary Shares subject to such option until such individual shall have
exercised the option and paid the exercise price for the purchased Ordinary
Shares.

J. Remaining Terms. The remaining terms and conditions of each automatic
option grant shall be as set forth in the form Automatic Stock Option Agreement
attached as Exhibit A.

III. CORPORATE TRANSACTION/CHANGE IN CONTROL/HOSTILE TAKE-OVER

A. In the event of any Corporate Transaction, each option at the time
outstanding under this Article Three but not otherwise fully exercisable shall,
immediately prior to the specified effective date for the Corporate Transaction,
automatically accelerate and become fully exercisable for all of the Ordinary
Shares at the time subject to that option and may be exercised for all or any
portion of those shares as fully vested Ordinary Shares. Immediately following
the consummation of the Corporate Transaction, all automatic option grants under
this Article Three shall terminate and cease to remain outstanding.

B. In connection with any Change in Control of the Corporation, each option
at the time outstanding under this Article Three but not otherwise fully
exercisable shall, immediately prior to the specified effective date for the
Change in Control, automatically accelerate and become fully exercisable for all
of the Ordinary Shares at the time subject to that option and may be exercised
for all or any portion of those shares as fully vested Ordinary Shares. Each
such option shall remain so exercisable for the option shares until the
expiration or sooner termination of the option term.

C. Upon the occurrence of a Hostile Take-Over, the Optionee shall have a
thirty (30)-day period in which to surrender to the Corporation each option held
by him or her under this Article Three for a period of at least six (6) months.
The Optionee shall in return be entitled to a cash distribution from the
Corporation in an amount equal to the excess of (i) the Take-Over Price of the
Ordinary Shares at the time subject to the surrendered option (whether or not
the option is otherwise at the time exercisable for those Ordinary Shares) over
(ii) the aggregate exercise price payable for such Ordinary Shares. Such cash
distribution shall be paid within five (5) days following the surrender of the
option to the Corporation. Neither the approval of the Plan Administrator nor
the consent of the Board shall be required in connection with such option
surrender and cash distribution. The Ordinary Shares subject to each option
surrendered in connection with the Hostile Take-Over shall not be available for
subsequent issuance under the Plan.

D. The automatic option grants outstanding under this Article Three shall
in no way affect the right of the Corporation to adjust, reclassify, reorganize
or otherwise change its capital or business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or any part of its business or
assets.

<PAGE>

IV. AMENDMENT OF THE AUTOMATIC GRANT PROVISIONS

A. Limited Amendments. The provisions of this Automatic Option Grant
Program, together with the automatic option grants outstanding under this
Article Three, may not be amended at intervals more frequently than once every
six (6) months, other than to the extent necessary to comply with applicable
U.S. income tax laws and regulations.

ARTICLE FOUR

MISCELLANEOUS

I. LOANS OR INSTALLMENT PAYMENTS

A. The Plan Administrator may, in its discretion but subject to any
prohibition imposed by any applicable laws, assist any Optionee, to the extent
such Optionee is an Employee (including an Optionee or Participant who is an
officer of the Corporation), in the exercise of one or more stock options
granted to such Optionee under the Discretionary Option Grant Program, including
the satisfaction of any Federal, state and local income and employment tax
obligations arising therefrom, by (i) authorizing the extension of a loan from
the Corporation to such Optionee or (ii) permitting the Optionee to pay the
exercise price for the purchased shares in installments over a period of years.
The terms of any loan or installment method of payment (including the interest
rate and terms of repayment) shall be upon such terms as the Plan Administrator
specifies in the applicable option agreement or otherwise deems appropriate
under the circumstances. Loans or installment payments may be authorized with or
without security or collateral. However, the maximum credit available to the
Optionee may not exceed the exercise price of the acquired Ordinary Shares (less
the par value of such shares) plus any Federal, state and local income and
employment tax liability incurred by the Optionee in connection with the
acquisition of the Ordinary Shares.

B. The Plan Administrator may, in its absolute discretion, determine that
one or more loans extended under this financial assistance program shall be
subject to forgiveness by the Corporation in whole or in part upon such terms
and conditions as the Plan Administrator may deem appropriate.

C. All financial assistance provided under this Section I of Article Four
shall be effected in compliance with the applicable provisions of Section
76(9)(b) of the Companies Act, Chapter 50 of Singapore (or any successor
statutory provision).

II. AMENDMENT OF THE PLAN AND AWARDS

A. The Board has complete and exclusive power and authority to amend or
modify the Plan (or any component thereof) in any or all respects whatsoever.
However, (i) no such amendment or modification shall adversely affect rights and
obligations with respect to options at the time outstanding under the Plan,
unless the Optionee consents to such amendment, and (ii) any amendment made to
the Automatic Option Grant Program (or any options outstanding thereunder) shall
be in compliance with the limitation of Section IV of Article Three. In
addition, the Board may not, without the approval of the Corporation's
stockholders, amend the Plan to (i) materially increase the maximum number of
Ordinary Shares issuable under the Plan or the number of Ordinary Shares for
which options may be granted per newly-elected or continuing Eligible Director
under Article Three of the Plan or the maximum number of Ordinary Shares for
which any one individual participating in the Plan may be granted stock options
over the term of the Plan, except for permissible adjustments under Section
VI.C. of Article One, (ii) materially modify the eligibility requirements for
plan participation or (iii) materially increase the benefits accruing to plan
participants.

B. Options to purchase Ordinary Shares may be granted under the
Discretionary Option Grant Program which are in excess of the number of Ordinary
Shares then available for issuance under the Plan. However, no such option shall
become exercisable in whole or in part for the excess Ordinary Shares subject to
that option until stockholder approval is obtained for a sufficient increase in
the number of Ordinary Shares available for issuance under the Plan. If such
stockholder approval is not obtained within twelve (12) months after the date
the

<PAGE>

first such excess option grants are made, then such options shall terminate and
cease to be exercisable with respect to the excess number of Ordinary Shares,
and no further option grants shall be made under the Plan.

III. TAX WITHHOLDING

The Corporation's obligation to deliver Ordinary Shares upon the exercise
of stock options for such shares under the Plan shall be subject to the
satisfaction of all applicable income and employment tax withholding
requirements.

IV. EFFECTIVE DATE AND TERM OF PLAN

A. This Plan became effective when adopted by the Board and approved by the
stockholders in 1993. On June 8, 1995, the Board approved an amendment to the
Plan to (i) increase the aggregate number of Ordinary Shares issuable over the
term thereof from 1,800,000* shares to 3,000,000* shares and (ii) increase the
number of Ordinary Shares for which options may be granted to any one individual
from 600,000* shares to 1,000,000* shares. The shareholders approved those
amendments at the 1995 Annual Meeting.

B. In June 1996, the Board amended the Plan to (i) increase the aggregate
number of Ordinary Shares issuable over the term of the Plan from 1,500,000
Ordinary Shares to 2,000,000 Ordinary Shares. The stockholders approved such
amendment at the 1996 Annual Meeting.

C. On August 15, 1996, the Board amended and restated the Plan to
authorize, among other things, the separate but concurrent jurisdiction of the
Discretionary Option Grant Program by the Primary Committee and one or more
Secondary Committees of the Board, with the Primary Committee to have the sole
authority to administer such program with respect to Section 16 Insiders.

D. In September 1997, the Board approved an amendment to the Plan to
increase the aggregate number of Ordinary Shares issuable over the term thereof
from 4,000,000* to 5,200,000* shares. The shareholders approved those amendments
at the 1997 Annual Meeting.

E. In August 1998, the Board approved an amendment to the Plan to increase
the aggregate number of Ordinary Shares issuable over the term thereof from
5,200,000* to 7,200,000* shares. The shareholders approved this amendment at the
1998 Annual Meeting.

F. In July 1999, the Board approved an amendment to the Plan to increase
the aggregate number of Ordinary Shares issuable over the term of the Plan from
7,200,000* Ordinary Shares to 8,200,000* Ordinary Shares. Such share increase is
subject to stockholder approval at the 1999 Annual Meeting. Should stockholder
approval not be obtained, then the 1,000,000*-share increase to the Ordinary
Share reserve shall not be implemented, and any stock options granted on the
basis of that 1,000,000*-share increase shall immediately terminate without
becoming exercisable for the Ordinary Shares subject to those options, and no
additional options will be granted on the basis of such share increase.

G. The Plan shall terminate upon the earlier of (i) November 30, 2003 or
(ii) the date on which all Ordinary Shares available for issuance under the Plan
shall have been issued or cancelled pursuant to the exercise, surrender or
cash-out of the options granted under the Plan. If the date of termination is
determined under clause (i) above, then all option grants outstanding on such
date shall thereafter continue to have force and effect in accordance with the
provisions of the instruments evidencing such grants.

V. USE OF PROCEEDS

Any cash proceeds received by the Corporation from the sale of Ordinary
Shares pursuant to option grants under the Plan shall be used for general
corporate purposes.

<PAGE>

VI. REGULATORY APPROVALS

A. The implementation of the Plan, the granting of any stock option or
stock appreciation right under the Plan, the issuance of any Ordinary Shares
upon the exercise or surrender of the stock options or stock appreciation rights
granted hereunder shall be subject to the Corporation's procurement of all
approvals and permits required by regulatory authorities having jurisdiction
over the Plan, the stock options and stock appreciation rights granted under it
and the Ordinary Shares issued pursuant to it.

B. No Ordinary Shares or other assets or securities shall be issued or
delivered under this Plan unless and until there shall have been compliance with
(i) all applicable requirements of U.S. and state securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the Ordinary
Shares issuable under the Plan, (ii) all applicable listing requirements of any
securities exchange on which the Ordinary Shares are then listed for trading and
(iii) all applicable requirements of Singapore law.

VII. NO EMPLOYMENT/SERVICE RIGHTS

Neither the action of the Corporation in establishing the Plan, nor any
action taken by the Plan Administrator hereunder, nor any provision of the Plan
shall be construed so as to grant any individual the right to remain in the
Service of the Corporation (or any parent or subsidiary corporation) for any
period of specific duration, and the Corporation (or any parent or subsidiary
corporation retaining the services of such individual) may terminate such
individual's Service at any time and for any reason, with or without cause.

VIII. MISCELLANEOUS PROVISIONS

A. Except to the extent otherwise expressly provided in the Plan, the right
to acquire Ordinary Shares or other assets or securities under the Plan may not
be assigned, encumbered or otherwise transferred by any Optionee.

B. The provisions of the Plan shall inure to the benefit of, and be binding
upon, the Corporation and its successors or assigns, whether by Corporate
Transaction or otherwise, and the Participants and Optionees, the legal
representatives of their respective estates, their respective heirs or legatees
and their permitted assignees.

*Reflects two for one stock split in the form of a bonus issue (the equivalent
of a stock dividend) effective December 22, 1998.

Exhibit 4.5

FLEXTRONICS INTERNATIONAL LTD. 1997 EMPLOYEE SHARE PURCHASE PLAN

As Adopted September 10, 1997
As Amended August 27, 1999

1. Establishment of Plan. Flextronics International Ltd. (the "Company")
proposes to grant options for purchase of the Company's Ordinary Shares to
eligible employees of the Company and its Participating Subsidiaries (as
hereinafter defined) pursuant to this Employee Share Purchase Plan (this
"Plan"). For purposes of this Plan, "Parent Corporation" and "Subsidiary"
(collectively, "Participating Subsidiaries") shall have the same meanings as
"parent corporation" and "subsidiary corporation" in Sections 424(e) and 424(f),
respectively, of the Internal Revenue Code of 1986, as amended (the "Code").
"Participating Subsidiaries" are Parent Corporations or Subsidiaries that the
Board of Directors of the Company (the "Board") designates from time to time as
corporations that shall participate in this Plan. The Company intends this Plan
to qualify as an "employee stock purchase plan" under Section 423 of the Code
(including any amendments to or replacements of such Section), and this Plan
shall be so construed. Any term not expressly defined in this Plan but defined
for purposes of Section 423 of the Code shall have the same definition herein. A
total of 400,000* Ordinary Shares of the Company are reserved for issuance under
this Plan. Such number shall be subject to adjustments effected in accordance
with Section 14 of this Plan.

2. Purpose. The purpose of this Plan is to provide eligible employees of
the Company and Participating Subsidiaries with a convenient means of acquiring
an equity interest in the Company through payroll deductions, to enhance such
employees' sense of participation in the affairs of the Company and
Participating Subsidiaries, and to provide an incentive for continued
employment.

3. Administration. This Plan shall be administered by the Board or by a
committee of not less than two members of the Board appointed to administer this
Plan (the "Committee"). As used in this Plan, references to the "Committee"
shall mean either such committee or the Board if no committee has been
established. Subject to the provisions of this Plan and the limitations of
Section 423 of the Code or any successor provision in the Code, all questions of
interpretation or application of this Plan shall be determined by the Committee
and its decisions shall be final and binding upon all participants. Members of
the Committee shall receive no compensation for their services in connection
with the administration of this Plan, other than standard fees as established
from time to time by the Board for services rendered by Board members serving on
Board committees. All expenses incurred in connection with the administration of
this Plan shall be paid by the Company.

4. Eligibility. Any employee of the Company or the Participating
Subsidiaries is eligible to participate in an Offering Period (as hereinafter
defined) under this Plan except the following:

(a) employees who are not employed by the Company or Participating
Subsidiaries one month before the beginning of such Offering Period;

(b) employees who are customarily employed for twenty (20) hours or less
per week;

(d) employees who, together with any other person whose shares would be
attributed to such employee pursuant to Section 424(d) of the Code, own shares
or hold options to purchase shares possessing five percent (5%) or more of the
total combined voting power or value of all classes of shares of the Company or
any of its Participating Subsidiaries or who, as a result of being granted an
option under this Plan with respect to such Offering Period, would own shares or
hold options to purchase shares possessing five percent (5%) or more of the
total combined voting power or value of all classes of shares of the Company or
any of its Participating Subsidiaries; and

(e) individuals who provide services to the Company or any of its
Participating Subsidiaries as independent contractors who are reclassified as
common law employees for any purpose other than federal income and employment
tax purposes.

<PAGE>

5. Offering Dates. The offering periods of this Plan (each, an "Offering
Period") shall be of six (6) months duration commencing on December 1 and June 1
of each year and ending on May 31 and November 30 of each year. Each Offering
Period shall consist of one (1) six-month purchase period (a "Purchase Period")
during which payroll deductions of the participants are accumulated under this
Plan. The first Offering Period shall begin on December 1, 1997. The first
business day of each Offering Period is referred to as the "Offering Date". The
last business day of each Purchase Period is referred to as the "Purchase Date".
The Board shall have the power to change the duration of Offering Periods or
Purchase Periods with respect to offerings (and specifically shall have the
power to change the duration of Offering Periods from six (6) months to
twenty-four (24) months) without shareholder approval if such change is
announced at least fifteen (15) days prior to the scheduled beginning of the
first Offering Period or Purchase Period to be affected.

6. Participation in this Plan. Eligible employees may become participants
in an Offering Period under this Plan on the first Offering Date after
satisfying the eligibility requirements by delivering a subscription agreement
to the Company's treasury department (the "Treasury Department") not later than
fifteen (15) days before such Offering Date unless a later time for filing the
subscription agreement authorizing payroll deductions is set by the Committee
for all eligible employees with respect to a given Offering Period. An eligible
employee who does not deliver a subscription agreement to the Treasury
Department by such date after becoming eligible to participate in such Offering
Period shall not participate in that Offering Period or any subsequent Offering
Period unless such employee enrolls in this Plan by filing a subscription
agreement with the Treasury Department not later than fifteen (15) days
preceding a subsequent Offering Date. Once an employee becomes a participant in
an Offering Period, such employee will automatically participate in the Offering
Period commencing immediately following the last day of the prior Offering
Period unless the employee withdraws or is deemed to withdraw from this Plan or
terminates further participation in the Offering Period as set forth in Section
11 below. Such participant is not required to file any additional subscription
agreement in order to continue participation in this Plan.

7. Grant of Option on Enrollment. Enrollment by an eligible employee in
this Plan with respect to an Offering Period will constitute the grant (as of
the Offering Date) by the Company to such employee of an option to purchase on
the Purchase Date up to that number of whole Ordinary Shares of the Company
determined by dividing (a) the amount accumulated in such employee's payroll
deduction account during such Purchase Period by (b) the lower of (i)
eighty-five percent (85%) of the fair market value of an Ordinary Share of the
Company on the Offering Date (but in no event less than the par value of the
Company's Ordinary Shares), or (ii) eighty-five percent (85%) of the fair market
value of an Ordinary Share of the Company on the Purchase Date (but in no event
less than the par value of the Company's Ordinary Shares) and rounding down to
the nearest whole number, provided, however, that the number of Ordinary Shares
of the Company subject to any option granted pursuant to this Plan shall not
exceed the lesser of (a) the maximum number of shares set by the Committee
pursuant to Section 10(c) below with respect to the applicable Purchase Date, or
(b) the maximum number of shares which may be purchased pursuant to Section
10(b) below with respect to the applicable Purchase Date. The fair market value
of the Company's Ordinary Shares shall be determined as provided in Section 8
hereof.

8. Purchase Price. The purchase price per share at which an Ordinary Share
of the Company will be sold in any Offering Period shall be eighty-five percent
(85%) of the lesser of:

(a) The fair market value on the Offering Date; or

(b) The fair market value on the Purchase Date.

Notwithstanding the foregoing, in no event may the purchase price of an
Ordinary Share of the Company be less than the par value. For purposes of this
Plan, the term "Fair Market Value" means, as of any date, the value of an
Ordinary Share of the Company determined as follows:

(a) if such Ordinary Shares are then quoted on the Nasdaq National Market,
the closing price on the Nasdaq National Market on the date of
determination as reported in The Wall Street Journal;

<PAGE>

(b) if such Ordinary Shares are publicly traded and are then listed on a
national securities exchange, the closing price on the date of
determination on the principal national securities exchange on which
the Ordinary Shares are listed or admitted to trading as reported in
The Wall Street Journal;

(c) if such Ordinary Shares are publicly traded but are not quoted on the
Nasdaq National Market nor listed or admitted to trading on a national
securities exchange, the average of the closing bid and asked prices
on the date of determination as reported in The Wall Street Journal;

(d) if none of the foregoing is applicable, by the Board in good faith.

9. Payment Of Purchase Price; Changes In Payroll Deductions; Issuance Of
Shares.

(a) The purchase price of the shares is accumulated by regular payroll
deductions made during each Offering Period. The deductions are made as a
percentage of the participant's compensation in one percent (1%) increments not
less than two percent (2%), nor greater than ten percent (10%) or such lower
limit set by the Committee. Compensation shall mean base salary, commissions,
bonuses, and shift premiums not to exceed $250,000 per year, provided however,
that for purposes of determining a participant's base salary, any election by
such participant to reduce his or her regular cash remuneration under Sections
125 or 401(k) of the Code shall be treated as if the participant did not make
such election. Payroll deductions shall commence on the first payday following
the Offering Date and shall continue to the end of the Offering Period unless
sooner altered or terminated as provided in this Plan.

(b) A participant may lower (but not increase) the rate of payroll
deductions during an Offering Period by filing with the Treasury Department a
new authorization for payroll deductions, in which case the new rate shall
become effective for the next payroll period commencing more than fifteen (15)
days after the Treasury Department's receipt of the authorization and shall
continue for the remainder of the Offering Period unless changed as described
below. Such change in the rate of payroll deductions may be made at any time
during an Offering Period, but not more than one (1) change may be made
effective during any Offering Period. A participant may increase or decrease the
rate of payroll deductions for any subsequent Offering Period by filing with the
Treasury Department a new authorization for payroll deductions not later than
fifteen (15) days before the beginning of such Offering Period.

(c) All payroll deductions made for a participant are credited to his or
her account under this Plan and are deposited with the general funds of the
Company. No interest accrues on the payroll deductions. All payroll deductions
received or held by the Company may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate such payroll
deductions.

(d) On each Purchase Date, so long as this Plan remains in effect and
provided that the participant has not submitted a signed and completed
withdrawal form before that date which notifies the Company that the participant
wishes to withdraw from that Offering Period under this Plan and have all
payroll deductions accumulated in the account maintained on behalf of the
participant as of that date returned to the participant, the Company shall apply
the funds then in the participant's account to the purchase of whole Ordinary
Shares of the Company reserved under the option granted to such participant with
respect to the Offering Period to the extent that such option is exercisable on
the Purchase Date. The purchase price per share shall be as specified in Section
8 of this Plan. Any cash remaining in a participant's account after such
purchase of shares shall be refunded to such participant in cash, without
interest; provided, however that any amount remaining in such participant's
account on a Purchase Date which is less than the amount necessary to purchase a
full Ordinary Share of the Company shall be carried forward, without interest,
into the next Purchase Period or Offering Period, as the case may be. In the
event that this Plan has been oversubscribed, all funds not used to purchase
shares on the Purchase Date shall be returned to the participant, without
interest. No Ordinary Shares shall be purchased on a Purchase Date on behalf of
any employee whose participation in this Plan has terminated prior to such
Purchase Date.

(e) As promptly as practicable after the Purchase Date, the Company shall
issue shares for the participant's benefit representing the shares purchased
upon exercise of his or her option.

<PAGE>

(f) During a participant's lifetime, such participant's option to purchase
shares hereunder is exercisable only by him or her. The participant will have no
interest or voting right in shares covered by his or her option until such
option has been exercised.

10. Limitations on Shares to be Purchased.

(a) No participant shall be entitled to purchase shares under this Plan at
a rate which, when aggregated with his or her rights to purchase shares under
all other employee share purchase plans of the Company or any Subsidiary,
exceeds $25,000 in fair market value, determined as of the Offering Date (or
such other limit as may be imposed by the Code) for each calendar year in which
the employee participates in this Plan.

(b) No more than two hundred percent (200%) of the number of shares
determined by using eighty-five percent (85%) of the fair market value of an
Ordinary Share of the Company on the Offering Date as the denominator may be
purchased by a participant on any single Purchase Date.

(c) No participant shall be entitled to purchase more than the Maximum
Share Amount (as defined below) on any single Purchase Date. Not less than
thirty (30) days prior to the commencement of any Offering Period, the Committee
may, in its sole discretion, set a maximum number of shares which may be
purchased by any employee at any single Purchase Date (hereinafter the "Maximum
Share Amount"). Until otherwise determined by the Committee, there shall be no
Maximum Share Amount. In no event shall the Maximum Share Amount, if any, exceed
the amounts permitted under Section 10(b) above. If a new Maximum Share Amount
is set, then all participants must be notified of such Maximum Share Amount
prior to the commencement of the next Offering Period. Once the Maximum Share
Amount is set, it shall continue to apply with respect to all succeeding
Purchase Dates and Offering Periods unless revised by the Committee as set forth
above.

(d) If the number of shares to be purchased on a Purchase Date by all
employees participating in this Plan exceeds the number of shares then available
for issuance under this Plan, then the Company will make a pro rata allocation
of the remaining shares in as uniform a manner as shall be reasonably
practicable and as the Committee shall determine to be equitable. In such event,
the Company shall give written notice of such reduction of the number of shares
to be purchased under a participant's option to each participant affected
thereby.

(e) Any payroll deductions accumulated in a participant's account which are
not used to purchase shares due to the limitations in this Section 10 shall be
returned to the participant as soon as practicable after the end of the
applicable Purchase Period, without interest.

11. Withdrawal.

(a) Each participant may withdraw from an Offering Period under this Plan
by signing and delivering to the Treasury Department a written notice to that
effect on a form provided for such purpose. Such withdrawal may be elected at
any time at least fifteen (15) days prior to the end of an Offering Period.

(b) Upon withdrawal from this Plan, the accumulated payroll deductions
shall be returned to the withdrawn participant, without interest, and his or her
interest in this Plan shall terminate. In the event a participant voluntarily
elects to withdraw from this Plan, he or she may not resume his or her
participation in this Plan during the same Offering Period, but he or she may
participate in any Offering Period under this Plan which commences on a date
subsequent to such withdrawal by filing a new authorization for payroll
deductions in the same manner as set forth above for initial participation in
this Plan.

(c) If the purchase price on the first day of any current Offering Period
in which a participant is enrolled is higher than the purchase price on the
first day of any subsequent Offering Period, the Company will automatically
enroll such participant in the subsequent Offering Period. Any funds accumulated
in a participant's account prior to the first day of such subsequent Offering
Period will be applied to the purchase of shares on the Purchase Date
immediately prior to the first day of such subsequent Offering Period. A
participant does not need to file any forms with the Company to automatically be
enrolled in the subsequent Offering Period

<PAGE>

12. Termination of Employment. Termination of a participant's employment
for any reason, including retirement, death or the failure of a participant to
remain an eligible employee of the Company or of a Participating Subsidiary,
immediately terminates his or her participation in this Plan. In such event, the
payroll deductions credited to the participant's account will be returned to him
or her or, in the case of his or her death, to his or her legal representative,
without interest. For purposes of this Section 12, an employee will not be
deemed to have terminated employment or failed to remain in the continuous
employ of the Company or of a Participating Subsidiary in the case of sick
leave, military leave, or any other leave of absence approved by the Board;
provided that such leave is for a period of not more than ninety (90) days or
reemployment upon the expiration of such leave is guaranteed by contract or
statute.

13. Return of Payroll Deductions. In the event a participant's interest in
this Plan is terminated by withdrawal, termination of employment or otherwise,
or in the event this Plan is terminated by the Board, the Company shall promptly
deliver to the participant all payroll deductions credited to such participant's
account. No interest shall accrue on the payroll deductions of a participant in
this Plan.

14. Capital Changes. Subject to any required action by the shareholders of
the Company, the number of Ordinary Shares covered by each option under this
Plan which has not yet been exercised and the number of Ordinary Shares which
have been authorized for issuance under this Plan but have not yet been placed
under option (collectively, the "Reserves"), as well as the price of each
Ordinary Share covered by each option under this Plan which has not yet been
exercised, shall be proportionately adjusted for any increase or decrease in the
number of issued and outstanding Ordinary Shares of the Company resulting from a
stock split or the payment of a stock dividend (but only on the Ordinary Shares)
or any other increase or decrease in the number of issued and outstanding
Ordinary Shares effected without receipt of any consideration by the Company;
provided, however, that (a) conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of
consideration" and (b) no such adjustment shall be made if as a result, the
purchase price for each Ordinary Share shall fall below the par value thereof
and if such adjustment would but for this paragraph (b) result in the purchase
price being less than the par value of an Ordinary Share, the purchase price
payable shall be the par value of an Ordinary Share. Such adjustment shall be
made by the Committee, whose determination shall be final, binding and
conclusive. Except as expressly provided herein, no issue by the Company of
shares of any class, or securities convertible into shares of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of Ordinary Shares subject to an option.

In the event of the proposed dissolution or liquidation of the Company, the
Offering Period will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Committee. The Committee may,
in the exercise of its sole discretion in such instances, declare that the
options under this Plan shall terminate as of a date fixed by the Committee and
give each participant the right to exercise his or her option as to all of the
optioned shares, including shares which would not otherwise be exercisable. In
the event of (i) a merger or consolidation in which the Company is not the
surviving corporation (other than a merger or consolidation with a wholly-owned
subsidiary, a reincorporation of the Company in a different jurisdiction, or
other transaction in which there is no substantial change in the shareholders of
the Company or their relative share holdings and the options under this Plan are
assumed, converted or replaced by the successor corporation, which assumption
will be binding on all participants), (ii) a merger in which the Company is the
surviving corporation but after which the shareholders of the Company
immediately prior to such merger (other than any shareholder that merges, or
which owns or controls another corporation that merges, with the Company in such
merger) cease to own their shares or other equity interest in the Company, (iii)
the sale of substantially all of the assets of the Company, or (iv) the
acquisition, sale, or transfer of more than 50% of the outstanding shares of the
Company by tender offer or similar transaction, each option under this Plan may
be assumed or an equivalent option may be substituted by such successor
corporation or a parent or subsidiary of such successor corporation. In the
event such surviving corporation refuses to assume or substitute options under
this Plan, (i) this Plan will terminate upon the consummation of such
transaction, unless otherwise provided by the Committee, and (ii) the Committee
may declare that the options under this Plan shall terminate as of a date fixed
by the Committee, and give each Participant the right to exercise such
participant's option as to all of the optioned shares. If the Committee makes an
option fully exercisable in the event of a merger, consolidation or sale of
assets, the Committee shall notify the participant that the option shall be
fully exercisable for a certain period, and the option and this Plan will
terminate upon the expiration of such period.

The Committee may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as well as the price
per share of Ordinary Shares covered by each outstanding option, in the event
that

<PAGE>

the Company effects one or more reorganizations, recapitalizations, rights
offerings or other increases or reductions of its outstanding Ordinary Shares,
or in the event of the Company being consolidated with or merged into any other
corporation, provided however, that no such adjustment shall be made if as a
result, the purchase price for each Ordinary Share would fall below the par
value thereof and if such adjustment would result in the purchase price being
less than the par value of an Ordinary Share, the purchase price payable shall
be the par value of an Ordinary Share.

15. Nonassignability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under this Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will or the laws of descent and
distribution) by the participant. Any such attempt at assignment, transfer,
pledge or other disposition shall be void and without effect.

16. Reports. Individual accounts will be maintained for each participant in
this Plan. Each participant shall receive promptly after the end of each
Purchase Period a report of his or her account setting forth the total payroll
deductions accumulated, the number of shares purchased, the per share price
thereof and the remaining cash balance, if any, carried forward to the next
Purchase Period or Offering Period, as the case may be.

17. Notice of Disposition. Each participant shall notify the Company if the
participant disposes of any of the shares purchased in any Offering Period
pursuant to this Plan if such disposition occurs within two (2) years from the
Offering Date or within one (1) year from the Purchase Date on which such shares
were purchased (the "Notice Period"). Unless such participant is disposing of
any of such shares during the Notice Period, such participant shall keep the
certificates representing such shares in his or her name (and not in the name of
a nominee) during the Notice Period. The Company may, at any time during the
Notice Period, place a legend or legends on any certificate representing shares
acquired pursuant to this Plan requesting the Company's transfer agent to notify
the Company of any transfer of the shares. The obligation of the participant to
provide such notice shall continue notwithstanding the placement of any such
legend on the certificates.

18. No Rights to Continued Employment. Neither this Plan nor the grant of
any option hereunder shall confer any right on any employee to remain in the
employ of the Company or any Participating Subsidiary, or restrict the right of
the Company or any Participating Subsidiary to terminate such employee's
employment.

19. Equal Rights And Privileges. All eligible employees shall have equal
rights and privileges with respect to this Plan so that this Plan qualifies as
an "employee stock purchase plan" within the meaning of Section 423 or any
successor provision of the Code and the related regulations. Any provision of
this Plan which is inconsistent with Section 423 or any successor provision of
the Code shall, without further act or amendment by the Company, the Committee
or the Board, be reformed to comply with the requirements of Section 423. This
Section 19 shall take precedence over all other provisions in this Plan.

20. Notices. All notices or other communications by a participant to the
Company under or in connection with this Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.

21. Term; Shareholder Approval. This Plan will become effective on the date
that it is adopted by the Board. This Plan shall be approved by the shareholders
of the Company, in any manner permitted by applicable corporate law, within
twelve (12) months before or after the date this Plan is adopted by the Board.
No purchase of shares pursuant to this Plan shall occur prior to such
shareholder approval. This Plan shall continue until the earlier to occur of (a)
termination of this Plan by the Board (which termination may be effected by the
Board at any time), (b) issuance of all of the Ordinary Shares reserved for
issuance under this Plan, or (c) ten (10) years from the adoption of this Plan
by the Board.

22. Conditions Upon Issuance of Shares; Limitation on Sale of Shares.
Shares shall not be issued with respect to an option unless the exercise of such
option and the issuance and delivery of such shares pursuant thereto shall
comply with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange or automated quotation system upon which the
shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

<PAGE>

23. Applicable Law. The Plan shall be governed by the substantive laws of
Singapore.

24. Amendment or Termination of this Plan. The Board may at any time amend,
terminate or extend the term of this Plan, except that any such termination
cannot affect options previously granted under this Plan, nor may any amendment
make any change in an option previously granted which would adversely affect the
right of any participant, nor may any amendment be made without approval of the
shareholders of the Company obtained in accordance with Section 21 hereof within
twelve (12) months of the adoption of such amendment (or earlier if required by
Section 21) if such amendment would:

(a) increase the number of shares that may be issued under this Plan; or

(b) change the designation of the employees (or class of employees)
eligible for participation in this Plan.

*Reflects two for one stock split in the form of a bonus issue (the equivalent
of a stock dividend) effective December 22, 1998.

Exhibit 5.1

21st January, 2000

Flextronics International Ltd.
11 Ibi Road 1, #07-01/02
Meiban Industrial Building
Singapore 408723

Dear Sirs,

REGISTRATION STATEMENT ON FORM S-8 OF
FLEXTRONICS INTERNATIONAL LTD. (THE "COMPANY")

1. At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") filed or to be filed by the Company with the
Securities and Exchange Commission on or about 21st January, 2000 in
connection with the registration under the Securities Act of 1933, as
amended, of:

a. an aggregate of 2,000,000 ordinary shares of S$0.01 each in the
capital of the Company ("Ordinary Shares") (the "1993 SOP Option
Shares") subject to issuance by the Company upon the valid exercise of
subscription rights represented by outstanding share options granted
under the Company's 1993 Share Option Plan (the "1993 SOP"); and

b. an aggregate of 500,000 Ordinary Shares (the "1997 ESPP Option
Shares") subject to issuance by the Company upon the valid exercise of
purchase rights represented by outstanding share options granted under
the Company's 1997 Employee Share Purchase Plan (the "1997 ESPP");

(the 1993 SOP Option Shares and the 1997 ESPP Option Shares are hereinafter
collectively referred to as the "Option Shares").

2. As your Singapore counsel, we have examined the proceedings taken by the
Company in connection with:

(a) the adoption of each of the 1993 SOP and the 1997 ESPP;

(b) the increase in the maximum number of Ordinary Shares authorized for
issuance under each of the 1993 SOP and the 1997 ESPP;

(c) the allotment and issuance of new Ordinary Shares arising from the
exercise of the subscription/purchase rights represented by
outstanding share options granted under each of the 1993 SOP and the
1997 ESPP respectively (the "Company's Allotment Procedures"); and

(d) the adjustment in (i) the number of Ordinary Shares subject to options
or rights granted pursuant to each of the 1993 SOP and the 1997 ESPP
which are unexercised at the close of business on 8th December, 1999,
the record date for the Company's one-for-one bonus issue (the "Record
Date"), and (ii) the number of Ordinary Shares that will be reserved
for issuance upon exercise of options or rights granted or to be
granted pursuant to each of the 1993 SOP and the 1997 ESPP upon the
close of business on the Record Date.

3. We have also made such other examinations of law and fact as we have
considered necessary in order to form a basis for the opinion hereafter
expressed.

<PAGE>

4. Based on the foregoing, and assuming that:

(a) the total issued and paid-up share capital of the Company consequent
upon the issue of the Option Shares from time to time will not exceed
that authorized share capital of the Company at any time; and

(b) there shall be subsisting a valid authority given pursuant to Section
161 of the Singapore Companies Act, Chapter 50 in respect of the issue
of the Option Shares from time to time,

we are of the opinion that the Option Shares allotted and issued by
the Company (i) upon the exercise of the subscription/purchase rights
represented by outstanding share options granted under each of the
1993 SOP and the 1997 ESPP in accordance with their respective terms
against full payment fo the applicable exercise price, (ii) pursuant
to the Company's Allotment Procedures, and (iii) represented by share
certificates issued by the Company in respect to such Option Shares,
will be legally issued and fully paid.

5. We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement and any amendments thereto.

Yours faithfully,

/s/ Allen & Gledhill

EXHIBIT 23.01

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our report
for the year ended March 31, 1999 dated December 22, 1999 included in
Flextronics International Ltd's Form 8-K filed on December 23, 1999 and to all
references to our Firm included in this registration statement. Our report dated
April 21, 1999 included in Flextronics International Ltd's Form 10-K for the
year ended March 31, 1999 is no longer appropriate since restated financial
statements have been presented giving effect to a business combination accounted
for as a pooling-of-interests.

/s/ Arthur Andersen LLP

ARTHUR ANDERSEN LLP

San Jose, California
January 18, 1999

EXHIBIT 23.02

[LETTERHEAD OF MOORE STEPHENS]

Our Reference: 85/25725

18 January 2000

Flextronics International Limited,
2241 Fortune Drive,
San Jose,
CA 95131,
USA,

FLEXTRONICS INTERNATIONAL LIMITED
FORM S-8

As independent public accountants, we hereby consent to the use of our reports
(and all references to our Firm) included in or made a part of the above noted
registration statement.

/s/ Moore Stephens
Moore Stephens