SOLECTRON CORPORATION



                      CHANGE OF CONTROL SEVERANCE AGREEMENT



      This Change of Control Severance Agreement (the "AGREEMENT") is made and

entered into by and between [_________________] (the "EXECUTIVE") and Solectron

Corporation, a Delaware Corporation (the "COMPANY"), effective as of

[_____________], 2002 (the "EFFECTIVE DATE").



                                    RECITALS



      1.    It is expected that the Company from time to time will consider the

possibility of an acquisition by another company or other change of control. The

Board of Directors of the Company (the "BOARD") recognizes that such

consideration can be a distraction to Executive and can cause Executive to

consider alternative employment opportunities. The Board has determined that it

is in the best interests of the Company and its stockholders to assure that the

Company will have the continued dedication and objectivity of Executive,

notwithstanding the possibility, threat or occurrence of a Change of Control of

the Company.



      2.    The Board believes that it is in the best interests of the Company

and its stockholders to provide Executive with an incentive to continue his or

her employment and to motivate Executive to maximize the value of the Company

upon a Change of Control for the benefit of its stockholders.



      3.    The Board believes that it is imperative to provide Executive with

certain severance benefits upon Executive's termination of employment following

a Change of Control. These benefits will provide Executive with enhanced

financial security and incentive and encouragement to remain with the Company

notwithstanding the possibility of a Change of Control.



      4.    Certain capitalized terms used in the Agreement are defined in

Section 6 below.



                                    AGREEMENT



      NOW, THEREFORE, in consideration of the mutual covenants contained herein,

the parties hereto agree as follows:



      1.    Term of Agreement. This Agreement shall terminate upon the date that

all of the obligations of the parties hereto with respect to this Agreement have

been satisfied.



      2.    At-Will Employment. The Company and Executive acknowledge that

Executive's employment is and shall continue to be at-will, as defined under

applicable law, except as may otherwise be specifically provided under the terms

of any written formal employment agreement or offer letter between the Company

and Executive (an "EMPLOYMENT AGREEMENT"). If Executive's employment terminates

for any reason, including (without limitation) any termination prior to a Change

of Control, Executive shall not be entitled to any payments, benefits, damages,

awards or compensation other than as provided by this Agreement or under his or

her Employment Agreement.



<PAGE>



      3.    Severance Benefits.



            (a)   Involuntary Termination Following a Change of Control. If

within twelve (12) months following a Change of Control (i) Executive terminates

his or her employment with the Company (or any parent or subsidiary of the

Company) for Good Reason or (ii) the Company (or any parent or subsidiary of the

Company) terminates Executive's employment for other than Cause, and Executive

signs and does not revoke a standard release of claims with the Company in a

form acceptable to the Company, then Executive shall receive the following

severance from the Company:



                  (i)   Severance Payment. For a period of twenty-four (24)

months following Executive's termination of employment, Executive shall be paid

Executive's average annual base salary and target bonus for the two years prior

to such termination payable in accordance with the Company's normal payroll

practices; provided, however, that if Executive has been employed for less than

two years prior to such termination, for a period of twenty-four (24) months

following such termination, Executive will be paid Executive's average annual

base salary and target bonus for the period Executive was actually employed with

the Company; provided, further, that in the event Executive engages in

Competition during the twenty-four month period following such termination, all

payments pursuant to this subsection shall immediately cease.



                  (ii)  Options. Executive shall be entitled to continue vesting

for twelve (12) months following the date of such termination with respect to

any Company stock options (whether granted to Executive on, before or after the

date of this Agreement); provided, however, that all Company stock options will

immediately cease vesting if Executive engages in Competition during such

12-month period. Additionally, Executive shall have a period of one year and

ninety (90) days following such termination of employment (the "POST-TERMINATION

EXERCISE PERIOD") to exercise Executive's vested Company stock options (whether

granted on, before or after the date of this Agreement), but in no event beyond

the original maximum term of the option; provided, however, that all Company

stock options shall immediately terminate and Executive shall have no further

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