1
EXHIBIT 10.30
SERVICES AGREEMENT
This SERVICES AGREEMENT ("Agreement") is made as of the Effective Date
indicated below by and between Flextronics International USA, Inc., a
California corporation ("Company"), and Xxxxx Xxxxxxx ("Xxxxxxx").
BACKGROUND
This Agreement is entered into in connection with an agreement (the
"Asset Transfer Agreement") among Flextronics International Sweden AB and
Ericsson Business Networks AB ("Ericsson") pursuant to which Flextronics
International Sweden AB is to purchase certain assets. The Closing Date as
defined in the Asset Transfer Agreement shall be the effective date of this
Agreement (the "Effective Date").
Nilsson is a key employee of Ericsson and has been actively involved
in the development and marketing of Ericsson's products and services It is in
the best interest of the Company to employ Nilsson to assist in the transition
related to the transaction between Flextronics International Sweden AB and
Ericsson and to maintain a positive commercial relationship. In addition, it
will also serve the Company's interest to have Nilsson be available from time
to time to provide his time, skills, and experience to certain activities which
will benefit the Company's world-wide business activities and sales efforts.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements of the parties contained herein, Company and Nilsson hereby agree as
follows:
1. Term. Nilsson agrees to provide the services described below
and the Company agrees to pay for such services as provided below for a
forty-eight (48) month period commencing on the Effective Date (the "Period"),
unless Nilsson's service is sooner terminated in accordance with this
Agreement.
2. Services. Nilsson will provide services in the form of
management consultation and guidance relating to the Company's operations
including merger/acquisition activities and sales of the Company's
manufacturing services to non-US customers. Nilsson shall also serve on the
Flextronics Executive Operating committee which will overview the world-wide
manufacturing facilities of Flextronics including the Company's US
manufacturing facilities.
3. Fees. The fees for the foregoing services shall be paid in
Swedish kronor at the rate of SEK 7.64 to the USD 1.00 and in the following
manner:
(i) $150,000 before 3/31/97,
(ii) $210,000 on or before 4/15/97, for special efforts related to
and so long as the aforementioned transaction is concluded by
3/31/97,
(iii) $210,000 on or before 9/15/97, and
2
(iv) $205,000 on or before 4/15/98.
On 4/15/97 the Company will make an interest free loan to Nilsson of
$415,000 to be repaid in two payments of $210,000 on 9/15/97 and $205,000 on
4/15/98.
If this Agreement is still in effect and should for any reason the
amounts due for payment on 9/15/97 and 4/15/98 as described above not be
released to Nilsson he shall no longer be deemed to be in debt to the Company
for the corresponding part of the loan.
4. Taxes and charges. Nilsson shall be responsible for due
reporting and payments of his own individual income taxes and charges on all
remunerations. Any other liability for taxes and charges shall be the
responsibility of the Company.
5. Reimbursement of Expenses. Company will, in accordance with
Company's policies in effect from time to time, reimburse Nilsson for all
reasonable business expenses incurred by Nilsson in connection with the
performance of services under this Agreement, including, without limitation,
reasonable expenditures for business entertainment and travel, upon submission
of the required documentation.
6. Confidential and Proprietary Information. Nilsson may be
given access to certain confidential and proprietary information, including
trade secrets, of the Company. Nilsson agrees to preserve in strict confidence
all such information during the term hereof and as long thereafter as the
information received is not in the public domain and except as hereinbefore
provided, he will not use, disclose or in any other way use this information
except as directed in writing by duly authorized representative of the Company.
7. Termination of Agreement.
(a) For Cause, Company may terminate this Agreement at
any time for "cause", effective immediately upon written notice to Nilsson,
without prejudice to any other remedy to which Company may be entitled under
this Agreement. As used in this Subsection 6(a), "cause" will mean (i) an
intentional tort so as to cause loss, damage or injury to the property,
reputation of Company or the Group, (ii) any crime or act of fraud or
dishonesty against Company or the Group, (iii) the commission of a felony, (iv)
Nilsson's non-performance of the services, (v) the disregard of the policies of
Company or the Group so as to cause loss, damage or injury to the property,
reputation of Company or the Group, or (vi) any other material breach of this
Agreement including without limitation a breach of Section 6.
In the event of any termination for cause, Company will have no
obligation to pay any further fees whatsoever. If the termination of this
Agreement is later determined not to have been for cause, the termination will
be deemed to be a termination without cause pursuant to Subsection 7(c) and
Nilsson's sole remedy under this Agreement will be that set forth in Subsection
7(c).
(b) Upon death or Disability. Company may terminate this
Agreement upon written notice if Nilsson dies or suffers any physical or mental
disability preventing the substantial performance of the services under this
Agreement for a period of three (3)
2
3
consecutive months. In the event of any termination due to death or disability
under this Subsection 7(b), the Company shall pay the fees at the times such
payments would have been due Nilsson pursuant to Section 3 of this Agreement
for the remainder of the Period.
(c) Termination by Company other than for "Cause". Company may
terminate this Agreement at any time for any reason or no reason as it deems
appropriate in its sole discretion; provided, however, that in the event such
termination is not due to death, disability or "cause", then Nilsson, as his
sole remedy at under this Agreement, will continue to be paid the fees
described in Section 3 at the times such payments would have been due Nilsson
pursuant to Section 3 of this Agreement for the remainder of the Period.
(d) Survival. Nilsson's obligations under Sections 4 and 6 of
this Agreement will survive the termination of this Agreement.
8. Miscellaneous.
(a) Notices. Any and all notices permitted or required under this
Agreement must be in writing. Notices will be deemed given (i) when received.
(ii) one day after having been sent by commercial overnight courier with
written verification of receipt, or (iii) five (5) days after having been sent
by registered or certified mail, return receipt requested, postage prepaid,
whichever occurs first, at the addresses set forth below or at any new address,
notice of which has been given under this Section:
If Company:
Flextronics International USA, Inc.
0000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
XXX
Attn: Chief Executive Officer
If to Nilsson:
Xxxxxx Xxxxxxxx 0
000 00 XXXXXX
XXXXXX
(x) Amendments. This Agreement contains the entire agreement and
supersedes all prior agreements between Company and Nilsson regarding the
services, and may not be changed or modified in whole or in part except by a
writing signed by the party against whom enforcement of the change or
modification is sought.
(c) Successors and Assigns. This Agreement is not assignable by
either Nilsson or Company, except that the rights and obligations of Company
under this Agreement may be assigned to a corporation which becomes the
successor to Company as the result of a merger or other corporate
reorganization and which continues the business of Company, or the Group.
3
4
(d) Governing Law. This Agreement will be governed by and
interpreted according to the substantive laws of California without regard to
such country's conflicts law.
(e) No Waiver. The failure of either party to insist on strict
compliance with any of the terms of this Agreement will not be deemed to be a
waiver of any term of this Agreement or of that party's right to require strict
compliance with the terms of this Agreement in any other instance.
(f) Severability. Nilsson and Company recognize that the
limitations contained herein are reasonably and properly required for the
adequate protection of the interest of Company. If for any reason a court of
competent jurisdiction or binding arbitration proceeding finds any provision of
this Agreement, or the application thereof, to be unenforceable, the remaining
provisions of this Agreement will be interpreted so as best to reasonably
effect the intent of the parities. The parties further agree to replace any
such invalid or unenforceable provisions with valid and enforceable provisions
designed to achieve, to the extent possible, the business purposes and intent
of such unenforceable provisions.
(g) Counterparts. This Agreement may be executed in one or more
counterparts, each of which when taken together shall constitute one original.
Any copy of this Agreement with the original signatures of all parties appended
shall constitute an original.
(h) Independent Review. Nilsson acknowledges that Nilsson has had
an opportunity to consult with independent legal counsel of Nilsson's own
choosing with regard to the terms of this Agreement, and enters into this
Agreement voluntarily and with a full understanding of its terms.
(i) Effect of Agreement. This Agreement will be void and have no
effect if the Effective Date does not occur on or before 30 April 1997.
IN WITNESS WHEREOF, this Agreement is made and effective as of the
Effective Date.
Flextronics International USA, Inc. NILSSON
By:_______________________________ __________________________
Title: __________________________ __________________________
4
