AMENDMENT NUMBER 2 TO INDEMNIFICATION AGREEMENT
EXHIBIT 10.04
AMENDMENT NUMBER 2 TO
INDEMNIFICATION AGREEMENT
INDEMNIFICATION AGREEMENT
This Amendment Number 2 (the
“Amendment Number 2”) is entered into as of the 23rd day of June,
2008, by and between Flextronics International Ltd, a Singapore corporation
(“FIL”), and Xxxxxx X.
Xxxxx, a former officer of FIL and the Company (“Smach”).
Whereas, FIL has requested that Smach continue to serve as the Flextronics
representative on the Board of Directors of Aricent Inc. (“Aricent”) following his separation from
service as an employee of Flextronics; and
Whereas, pursuant to an Indemnification Agreement dated as of January 8, 2003, as
amended June 19, 2007, by and among the Company and Smach (the “Indemnification Agreement”), FIL
agreed to indemnify Smach and advance expenses to Smach to the fullest extent (whether partial or
complete) permitted by law and as set forth in the Indemnification Agreement and agreed to
indemnify Smach against claims related to Smach’s service as FIL’s representative on the Aricent
Board of Directors as Flextronics representative, subject to Smach’s agreement that any
compensation paid by the Company with respect to any period during which Smach is serving as the
Flextronics representative will be transferred to the Flextronics Group; and
Now, therefore, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Smach shall continue to serve as the Flextronics representative on the Board of Directors
of Aricent until such time as FIL shall notify him that his services are no longer required, which
FIL may do at any time in FIL’s sole discretion.
2. The terms of the Indemnification Agreement shall apply to Smach’s continued service as the
Flextronics representative on the Aricent Board of Directors; provided, that nothing in this
agreement shall be construed as creating any employer-employee relationship.
3. Except as otherwise modified by this Amendment Number 2, the Indemnification Agreement
shall remain in full force and effect.
4. In the event of any conflict between this Amendment Number 2 and the Services Policy, prior
amendment and/or the Indemnification Agreement, the order of precedence will be: Services Policy;
this Amendment No. 2; the prior amendment; the Indemnification Agreement.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement effective as of the
date first written above.
| FLEXTRONICS INTERNATIONAL LTD. | ||||||
| By: | /s/ Xxxxxxx X. XxXxxxxx | |||||
| Name: Xxxxxxx X. XxXxxxxx | ||||||
| Title: Chief Executive Officer | ||||||
| /s/ Xxxxxx X. Xxxxx | ||||||
| Xxxxxx X. Xxxxx | ||||||
