Form 10-Q FLEX LTD. For: Sep 25

November 2, 2020 6:05 AM

EXHIBIT 10.02

August 5, 2020

Mr. Paul R. Lundstrom

Dear Paul:

Congratulations! On behalf of Flex, I am delighted to offer you the position of Chief Financial Officer, working at our San Jose office and reporting to the Chief Executive Officer. The specific details of the offer are as follows:

Annual Compensation:

Cash Compensation:

The starting salary is $700,000, which is equivalent to $29,166.67 semi-monthly. Paydays are on the 15th and last day of each month. Conditional upon Flex’s implementing an executive bonus plan for fiscal year 2021, you will also be eligible to participate in the Flex executive bonus plan. In the event Flex adopts an Executive Bonus Plan for fiscal year 2021, your target annual bonus will be 110% of your base salary (or $385,000) for the second half of fiscal year 2021, with an opportunity to earn up to 200% of target. Actual payout levels would be dependent upon company performance and in accordance with the bonus plan, if adopted.

Equity Compensation:

Under Flex's long-term share-based incentive compensation program for fiscal year 2021, you will be granted an award comprised of 50% performance share units (“PSUs”) and 50% restricted stock units (“RSUs”) having a target value in the aggregate as of their date of grant of $2,000,000. The RSUs shall vest in 3 substantially equal annual installments, assuming your continued employment through each vesting date. The PSUs shall vest based upon your continued employment and the attainment of performance conditions over the next three fiscal years concluding on June 3, 2023, consistent with the other executive officers. The PSUs and RSUs shall be subject to the terms and conditions of the applicable Flex plans and policies. Following fiscal year 2021, you will be eligible to participate in our annual compensation review. Annual stock awards are determined on a case-by-case basis in accordance with your individual performance, Flex’s performance and market benchmarks for your position.

Deferred Compensation Plan:

You will be eligible to participate in the Flex Long-Term Cash Incentive Plan under the 2010 Deferred Compensation Plan (the “Deferred Compensation Plan”) with potential annual company contributions, based on company performance, with a target amount of 30% of your base salary. You will also have the opportunity to make additional voluntary contributions to the plan on a tax-deferred basis.

Sign-On Compensation:

Sign-On Cash Awards:

To compensate you for certain forfeitures of incentive compensation upon leaving your current employer, we are pleased to offer you a contingent, make-whole sign-on bonus of $500,000, less withholding and customary payroll deductions, which will be paid in the first payroll cycle after your start date. You agree that you will repay such amounts to Flex if, within 24 months after your start date, you either voluntarily terminate your employment with Flex other than for Good Reason (as defined in the Flex Ltd. Executive Severance Plan ) or your employment with Flex is terminated for Cause (as defined in the Severance Plan).

Sign-On Equity Award:

Effective as soon as practicable following your commencement of employment with Flex and to compensate you for certain forfeitures of incentive compensation upon leaving your current employer, you will be granted RSUs having an aggregate grant date fair value (as determined by Flex) of $2,500,000 (the “Make-Whole RSUs”). The Make-Whole RSUs shall vest in 3 substantially equal annual installments from the date your employment commences, assuming your continued employment through such dates. In addition, to support alignment with our shareholders

and to provide an inducement to join Flex, you will be granted PSUs having an aggregate grant date fair value of $500,000 (the “Inducement PSUs”) which will vest based on achievement of relative total shareholder return (rTSR) performance. The Inducement PSUs shall vest based upon your continued employment and the attainment of performance conditions over the next three fiscal years concluding on June 3, 2023 consistent with the other executive officers. The Make-Whole RSUs and the Inducement PSUs shall be subject to the terms and conditions of the applicable Flex plans and policies.

Sign-On Deferred Compensation Plan:

You will be credited with a one-time cash contribution of $350,000 under the Deferred Compensation Plan. This deferred compensation contribution will be subject to a vesting schedule such that 100% of the contribution will be vested on the 4th anniversary of your commencement of employment with Flex, assuming your continued employment through such date. The contribution will otherwise be subject to the terms and conditions of the Deferred Compensation Plan.

Severance:

Your employment may be terminated by you or Flex at any time, with or without cause. You will be eligible to participate in Flex’s Executive Severance Plan (the “Executive Severance Plan”), subject to its terms at the time of your separation from service.

Relocation Benefits:

In connection with your relocation to the San Francisco Bay Area, we shall reimburse you for documented and reasonable expenses you incur in your relocation to the San Francisco Bay Area under the terms of Flex’s standard relocation policy.

Other Benefits:

As a Flex Executive Team member, you will be eligible to participate in our Tracking Free Attendance Program. In addition, Flex has scheduled ten paid holidays. Other benefits applicable the first of the month following your date of hire include medical, dental, vision, life/accidental death and dismemberment, short- and long-term disability, supplemental long-term disability, flexible spending accounts and a 401(k) plan. You should also note that Flex reserves the right to modify wages and benefits from time to time at its discretion. Phil Ulrich can discuss further the range of benefits available to you.

Company Policies:

All Flex employees are expected to abide by all Flex rules and regulations, including without limitation those contained in Flex’s Employee Handbook, which Flex will distribute to you and update from time to time and online on Flex's Intranet. In addition, you will need to comply with Flex's share ownership guidelines applicable to your position, which currently require share ownership of 3.5 times your base salary within 5 years.

Your employment with Flex is "at-will". This means that either you or Flex has the right to terminate the employment relationship at any time for any lawful reason, with or without advance notice, with or without cause. The "at-will" nature of employment with Flex is an aspect of your employment that cannot be changed.

Start Date:

Your start date will be September 1, 2020.

Pre-Conditions/Contingencies:

Your employment pursuant to this offer is contingent upon:

•You completing Section 1 of the Form 1-9 and providing, within 3 business days of your start date, the legally required proof of your identity and authorization to work in the United States which you will need to bring with you on your first day of employment, (see attached List of Acceptable Documents)

•Your execution of Flex's Employee Proprietary Information and Non-Solicitation of Employees and Customers Agreement

•The satisfactory completion of your background investigation by the Company

•Your satisfactory completion of Flex's Directors & Officers Questionnaire

If you accept this offer, the terms described in this letter and the Employee Proprietary Information and Non-Solicitation of Employees and Customers Agreement shall be the terms of your employment. This offer letter supersedes any other statements or promises made by any company representative and contains the entire offer Flex is making to you. This letter can only be modified by written agreement signed by you and Flex’s Chief Executive Officer.

If you agree with all the terms and conditions set forth in this letter. please sign below and return it to me. We look forward to your positive response and are very, excited about your joining our Flex Team!

Sincerely,

/s/ Revathi Advaithi

Revathi Advaithi

OFFER ACCEPTANCE

I, Paul Lundstrom, understand all the terms and conditions in this offer letter, including those regarding the "at will" relationship and I accept this offer. I agree by signing below that Flex has made no other promises other than what is outlined in this letter and that it contains the entire offer Flex is making to me and I accept this offer.

/s/ Paul R. Lundstrom

8/6/2020

Signature

Today's Date

September 1, 2020

EXHIBIT 10.03

EXECUTIVE TRANSITION AGREEMENT

THIS EXECUTIVE TRANSITION AGREEMENT (this “Agreement”) is made as of this 5th day of August, 2020, by and between Flex Ltd. and its subsidiaries and affiliated entities (collectively, the “Company”) and Christopher Collier (“Executive”).

WHEREAS, Executive has served as the Company’s Chief Financial Officer for the last twelve years and in finance leadership roles for the Company for the last twenty-six years, and has provided considerable service to the Company, and now desires to voluntarily resign for personal reasons; and

WHEREAS, the Company desires to retain Executive for a period of time to ensure a smooth transition of the Chief Financial Officer position and to support several key business initiatives as well as for Executive to serve as a senior advisor to the Company’s Chief Executive Officer; and

WHEREAS, the Company and Executive have agreed that Executive will resign from his position as Chief Financial Officer and perform such transition and other services and become a senior advisor to the Chief Executive Officer effective September 1, 2020 ("Date of Transition"); and

WHEREAS, in connection with the termination of Executive’s employment, the parties have agreed to a transition services arrangement and the resolution of any and all disputes between them.

NOW, THEREFORE, IT IS HEREBY AGREED by and between Executive and the Company as follows:

1.Resignation as Officer. Executive hereby resigns, as of the Date of Transition, from all positions as an officer and/or director position (if any) of the Company and its affiliated entities. Executive shall remain an employee of the Company in a transition services and senior advisor position pursuant to the terms set forth in Paragraph 2.

2.Transition Services Arrangement.

(a)Transition Services Terms. Executive shall provide transition and senior advisor services to the Company for the period beginning on the Date of Transition and ending on March 31, 2021 (the "Transition Period"). The Transition Period will not be extended beyond March 31, 2021 (the "Date of Termination"). No severance pay or benefits shall be payable to Executive as a result of Executive's ceasing to be an officer of the Company as of the Date of Transition or ceasing to be an employee of the Company as of the Date of Termination, in either case under the Company's Executive Severance Plan or otherwise.

(b)Services. During the Transition Period, Executive shall, for 30-40 hours per week, (i) render Executive’s assistance and participation, giving at all times the full benefit of Executive’s knowledge, expertise, technical skill and ingenuity, in all matters relating to the transition of duties to the new Chief Financial Officer, (ii) provide such certifications and representations, relating to Executive's period of employment ending with the Date of Termination, as are necessary under the Sarbanes-Oxley Act of 2002 or as are beneficial in order to allow other officers of the Company to make such certifications or representations, (iii) support key business initiatives, and (iv) serve as a senior advisor to the Chief Executive Officer (the “Transition Services”). Notwithstanding the foregoing, upon any breach by Executive of Paragraphs 7, 8, or 9 of this Agreement, the Company shall have no further obligations under this Paragraph 2.

(c)Compensation during Transition Period. During the Transition Period, the Company will pay Executive his base salary currently in effect immediately before the Date of Transition (without giving effect to the current 30% reduction beginning October 1, 2020), which salary shall be payable on the Company's regular payroll schedule. The Company will also reimburse Executive for reasonable out-of-pocket expenses incurred by Executive in performing the Transition Services in accordance with the applicable expense reimbursement policies of the Company as in effect from time to time; provided that Executive has received prior written or emailed approval from the Company’s Chief Executive Officer (or the Chief Executive Officer’s designee) for either the specific expense or for the reimbursement of reasonable expenses for the project or task to which the expenses relate.

(d)No Incentive Compensation. Executive shall not be eligible for (i) incentive payments, if any, under any incentive or bonus plan for the 2021 fiscal year or any fiscal year thereafter, or (ii) any credits of any kind under any deferred compensation or similar plan of the Company.

(e)Treatment of Equity Awards. As of the Date of Transition, Executive holds certain equity-based awards (the "Equity Awards") which shall continue to vest during the Transition Period in accordance with their terms. For the avoidance of doubt, the Equity Awards remain subject to the terms of the Company's 2010 and 2017 Equity Incentive Plans, as applicable, and the applicable award agreements; provided that, if Executive’s employment under this Agreement is terminated for Cause or if Executive otherwise fails to provide the Transition Services during the Transition Period, Executive shall forfeit (i) all unvested Equity Awards, and (ii) any Equity Awards that have vested during the Transition Period. Upon the Date of Termination, all unvested Equity Awards will be forfeited. For the avoidance of doubt, Executive shall not be eligible for additional equity incentive grants after the Date of Transition. For purposes of this Agreement "Cause" shall have the definition set forth in the Company's Executive Severance Plan.

(f)Medical, Dental and Vision Benefits. During the Transition Period, Executive shall be eligible for medical, dental and vision coverage offered by the Company.

3.Termination Benefits.

(a)Accrued Benefits. Executive shall receive any amounts earned, accrued or owing but not yet paid to Executive as of the Date of Termination, including, but not limited to, unused accrued vacation (if any), and unpaid base salary earned by Executive through the Date of Termination, payable in a lump sum. Any benefits accrued or earned will be distributed in accordance with the terms of the applicable benefit plans and programs of the Company.

(b)No Other Benefits. Executive acknowledges and agrees that the payment(s) and other benefits pursuant to Paragraph 2 are in full discharge of any and all liabilities and obligations of the Company to Executive, monetarily or with respect to employee benefits or otherwise, including but not limited to any and all obligations arising under the Company's Executive Severance Plan or any alleged written or oral employment agreement, policy, plan or procedure of the Company and/or alleged understanding or arrangement between Executive and the Company (other than claims for accrued and vested benefits under an employee benefit, insurance, or pension plan of the Company (excluding any employee benefit plan providing severance or similar benefits)), subject to the terms and conditions of such plan(s)). For the avoidance of doubt, Executive will not be eligible to participate in any employee benefit plans maintained for employees of the Company, including medical, dental and vision plans, following the Transition Period, except as specifically set forth herein. Upon termination of the Transition Period, Executive will be eligible to elect COBRA coverage as required by law.

(c)No Authority. Executive acknowledges that following the Date of Termination, Executive shall not represent himself to be an employee, officer, director, agent or representative of the Company and its direct and indirect parent(s) and subsidiaries (collectively, the “Company Group”) for any purpose.

(d)Release. As a condition precedent to the Company's obligations under this Agreement, Executive agrees to execute the Release and Waiver of Claims in favor of the Company, among other parties, attached to this Agreement as Exhibit A, upon the expiration of the Transition Period.

4.Release and Waiver of Claims.

(a)Executive, for and in consideration of the commitments of the Company as set forth in Paragraph 2 of this Agreement, and intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE the members of the Company Group, and their present and former officers, directors, employees, and agents, and their respective successors, predecessors, affiliates, assigns, heirs, executors, and administrators (collectively, “Releasees”) from all causes of action, suits, debts, claims and demands whatsoever in law or in equity, which Executive ever had, now has, or hereafter may have, whether known or unknown, or which

Executive’s heirs, executors, or administrators may have, by reason of any matter, cause or thing whatsoever, up to the date of Executive’s execution of this Agreement, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to Executive’s employment relationship with the Company and Releasees, the terms and conditions of that employment relationship, and the termination of that employment relationship, including, but not limited to, any claims arising under any applicable Company severance plan(s), the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, Title VII of The Civil Rights Act of 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, the Americans with Disabilities Act, the Executive Retirement Income Security Act of 1974, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act of 1938, the National Labor Relations Act of 1935, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Immigration Reform and Control Act of 1986, the Occupational Safety and Health Act of 1970, the Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010, the Health Insurance Portability and Accountability Act of 1996, the Vocational Rehabilitation Act of 1973, California employment laws, the California Fair Employment and Housing Act, the California Family Rights Act (Cal. Gov. Code § 12940 et seq.), the California Labor Code (including but not limited to Labor Code §§ 98.6, 203, 232, 221, 1102.5, 2698 et seq., 6303, and 6400 et seq.), claims for retaliation under the Health and Safety Code section 1278.5; and any other federal, state and local employment laws, as amended, and any other claims under any federal, state or local common law, statutory, or regulatory provision, now or hereafter recognized, and any claims for attorneys’ fees and costs. This Agreement is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, implied or express contract or discrimination of any sort.

(b)WAIVER OF SECTION 1542 RIGHTS. Executive acknowledges and agrees that he has been informed of and understands the provision of California Civil Code section 1542 which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Executive expressly waives and relinquishes any and all rights and benefits under Section 1542 of the Civil Code of the State of California and under any statute, rule, or principle of common law or equity, of any jurisdiction, that is similar to Civil Code section 1542. Executive understands that if the facts or law with respect to which the foregoing releases are given hereafter turn out to be other than or different from the facts or law in that connection not known to be or believed by them to be true, Executive expressly assumes the risk of the facts or law turning out to be so different, and agrees that the foregoing releases shall be in all respects effective and not subject to termination or rescission based upon any such differences in facts or law.

(c)To the fullest extent permitted by law, and subject to the provisions of Paragraph 4(c) below, Executive represents and affirms that (i) Executive has not filed or caused to be filed on Executive’s behalf any claim for relief against the Company or any Releasee and, to the best of Executive’s knowledge and belief, no outstanding claims for relief have been filed or asserted against the Company or any Releasee on Executive’s behalf; and (ii) Executive has no knowledge of any improper, unethical or illegal conduct or activities that Executive has not already reported to any supervisor, manager, department head, human resources representative, agent or other representative of the Company, to any member of the Company’s legal or compliance departments, or to the ethics hotline; and (iii) Executive will not file, commence, prosecute or participate in any judicial or arbitral action or proceeding against the Company or any Releasee based upon or arising out of any act, omission, transaction, occurrence, contract, claim or event existing or occurring on or before the date of execution of this Agreement.

(d)The release of claims described in Paragraphs 4(a), (b) and (c) of this Agreement does not preclude Executive from filing a charge with the U.S. Equal Employment Opportunity Commission. However, Executive agrees and hereby waives any and all rights to any monetary relief or other personal recovery

from any such charge, including costs and attorneys’ fees. Additionally, this release of claims does not preclude Executive from filing claims that arise after the date of execution of this Agreement.

(e)Subject to the provisions of Paragraph 4(d) of this Agreement, in further consideration of the commitments described in Paragraph 2, Executive agrees that Executive will not file, claim, sue or cause or permit to be filed, any civil action, suit or legal proceeding seeking equitable or monetary relief (including damages, injunctive, declaratory, monetary or other relief) for himself or herself involving any matter released in Paragraph 4. In the event that suit is filed in breach of this release of claims, it is expressly understood and agreed that this release of claims shall constitute a complete defense to any such suit. In the event any Releasee is required to institute litigation to enforce the terms of this Paragraph, Releasees shall be entitled to recover reasonable costs and attorneys' fees incurred in such enforcement. Executive further agrees and covenants that should any person, organization, or other entity file, claim, sue, or cause or permit to be filed any civil action, suit or legal proceeding involving any matter occurring at any time in the past, Executive will not seek or accept personal equitable or monetary relief in such civil action, suit or legal proceeding. Nothing in this Agreement shall prohibit or restrict Executive from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by any federal regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the Company’s designated legal, compliance or human resources officers; or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization.

5.Successors and Assigns. The provisions hereof shall inure to the benefit of the Executive’s heirs, executors, administrators, legal personal representatives and assigns and shall be binding upon the Executive’s heirs, executors, administrators, legal personal representatives and assigns.

6.Severability. If any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect. The illegality or unenforceability of such provision, however, shall have no effect upon and shall not impair the enforceability of any other provision of this Agreement.

7.Cooperation. The Executive acknowledges that the Company may need to consult with the Executive from time to time on a reasonable basis after the end of the Transition Period on matters that the Executive had worked on prior to the end of the Transition Period. The Executive agrees to continue to cooperate with the Company and to provide any such information as is reasonably requested by the Company.

8.Restrictive Covenants.

(a)Confidential Information.

(i)Executive acknowledges that the Company’s business and services are highly specialized, the identity and particular needs of the Company’s customers, suppliers, and independent contractors are not generally known, and the documents, records, and information regarding the Company’s customers, suppliers, independent contractors, services, methods of operation, policies, procedures, sales, pricing, and costs are highly confidential information and constitute trade secrets. Executive further acknowledges that the services rendered to the Company by Executive have been or will be of a special and unusual character which have a unique value to the Company and that Executive has had or will have access to trade secrets and confidential information belonging to the Company, the loss of which cannot be adequately compensated by damages in an action at law.

(ii)Executive agrees to not use for any purpose or disclose to any person or entity any Confidential Information, except as required in the performance of Executive’s duties to the Company. “Confidential Information” means information that the Company has obtained in connection with its present or planned business, including information Executive developed in the performance of Executive’s duties for the Company, the disclosure of which could result in a competitive or other

disadvantage to the Company. “Confidential Information” includes, but is not limited to, all information of Company to which Executive has had or will have access, whether in oral, written, graphic or machine-readable form, including without limitation, records, lists, specifications, operations or systems manuals, decision processes, policies, procedures, profiles, system and management architectures, diagrams, graphs, models, sketches, technical data, research, business or financial information, plans, strategies, forecasts, forecast assumptions, business practices, marketing information and material, customer names, vendor lists, independent contractor lists, identities, or information, proprietary ideas, concepts, know-how, methodologies and all other information related to Company’s business and/or the business of any of its affiliates, knowledge of the Company’s customers, suppliers, employees, independent contractors, methods of operation, trade secrets, software, software code, methods of determining prices. Confidential Information shall also include all information of a third party to which Company and/or any of its affiliates have access and to which Executive has had or will have access. Executive will not, directly or indirectly, copy, take, disclose, or remove from the Company’s premises, any of the Company’s books, records, customer lists, or any Confidential Information. Executive acknowledges and understands that, pursuant to the Defend Trade Secrets Act of 2016: An individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the individual’s attorney and use the trade secret information in the court proceeding if the individual: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.

(b)Employee Non-Solicitation.

(i)Non-Solicitation of Employees During Employment. During the term of Executive’s employment with the Company, Executive will not, either on Executive’s own account or for any person, firm, partnership, corporation, or other entity (a) solicit, interfere with, or endeavor to cause any employee of the Company to leave employment with the Company; or (b) induce or attempt to induce any such employee to breach their obligations to the Company.

(ii)Non-Solicitation of Employees After Employment. After Executive’s separation from employment with the Company for any reason whatsoever, Executive will not, either on Executive’s own account or for any person, firm, partnership, corporation, or other entity, use the Company’s trade secrets to (a) solicit, interfere with, or endeavor to cause any employee of the Company to leave employment with the Company; or (b) induce or attempt to induce any such employee to breach their obligations to the Company.

(iii)Anti-Raiding of Employees. Executive agrees that for a period of one year after Executive’s separation from employment with the Company for any reason whatsoever, whether using the Company’s trade secrets or not, Executive shall not disrupt, damage, impair, or interfere with the Company’s business by raiding the Company’s employees.

(c)Non-Disparagement. The Executive agrees that he will not make any disparaging or defamatory comments regarding the Company or any member of the Company Group, their respective affiliates, employees, officers, directors, products or services. The Executive’s obligations under this subsection of Paragraph 8 shall not apply to disclosures required by applicable law, regulation or order of a court or governmental agency.

9.Return of Property. The Executive agrees that promptly following the Date of Termination the Executive will have returned to the Company all property belonging to the Company and/or any other member of the Company Group, including but not limited to all proprietary and/or confidential information and documents (including any copies thereof) in any form belonging to the Company, cell phone, Blackberry, iPad, iPhone, keys,

card access to the building and office floors, Employee Handbook, phone card, computer user name and password, disks and/or voicemail code; provided, however, that with respect to such property as may be necessary to perform the Transition Services, provided that the Executive notifies the Company of the property that will remain in his possession and the Company agrees, the Executive will be permitted to retain such property during the Transition Period, and Executive agrees to return such property promptly upon the expiration of the Transition Period.

10.Non-Admission. The parties agree and acknowledge that the agreement by the Company described herein, and the settlement and termination of any asserted or unasserted claims against the Releasees, are not and shall not be construed as an admission of any violation of any federal, state or local statute or regulation, or of any duty owed by any of the Releasees to the Executive.

11.Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties hereto regarding the termination of the Executive’s employment. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the parties relating to the subject matter of this Agreement.

12.Governing Law; Jurisdiction. This Agreement and the obligations of the parties hereunder shall be construed, interpreted and enforced in accordance with and be governed by the laws of the State of California without reference to its conflicts of laws principle.

13.Opportunity for Review; Acceptance. The Executive has until twenty-one (21) days within which to consider this Agreement. Any modifications, material or otherwise, made to this Agreement have not restarted or affected in any manner the original twenty-one (21) days consideration period, and the Executive has signed on the date indicated below after concluding that this Agreement is satisfactory to the Executive. Notwithstanding anything contained herein to the contrary, the Executive may revoke this Agreement within seven (7) calendar days after the Executive’s execution and it shall not become effective until the expiration of such seven (7) day revocation period. Any revocation within this period must be submitted, in writing, to the Company and state, “I hereby revoke my acceptance of our Agreement.” The revocation must be delivered to the Executive’s human resources representative and postmarked within seven (7) calendar days of the Executive’s execution of this Agreement. If the last day of the revocation period is a Saturday, Sunday, or legal holiday in the state in which the Executive resides, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday or legal holiday. In the event of the Executive’s timely revocation, this Agreement will be deemed null and void and the Company will have no obligations hereunder.

* * *

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth below.


FLEX LTD.

			/s/ Revathi Advaithi

By:
Name:			Revathi Advaithi
Title:			Chief Executive Officer
Dated:			August 5, 2020


/s/ Christopher Collier
CHRISTOPHER COLLIER
Dated: August 6, 2020

Exhibit A

Release and Waiver of Claims

This Release and Waiver of Claims (this “Release”) is hereby delivered by CHRISTOPHER COLLIER (“I” or “me”) to Flex Ltd. (the “Company”) pursuant to the terms of the Executive Transition Agreement (the “Agreement”) entered into between the Company and me on August [•], 2020. I am delivering this Release in connection with the expiration of the Transition Period (as defined in the Agreement).

1.Release and Waiver of Claims.

(a)As used in this Release, the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, in law, equity or otherwise.

(b)In consideration of the commitments of the Company as set forth in Paragraph 2 of the Agreement, I intend to be legally bound, and hereby REMISE, RELEASE AND FOREVER DISCHARGE the Company Group and their present and former officers, directors, employees, and agents, and their respective successors, predecessors, affiliates, assigns, heirs, executors, and administrators (collectively, “Releasees”) from all causes of action, suits, debts, claims and demands whatsoever in law or in equity, which I ever had, now have, or hereafter may have, whether known or unknown, or which my heirs, executors, or administrators may have, by reason of any matter, cause or thing whatsoever, up to the date of my execution of this Release, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship, transition services relationship, or consulting relationship with the Company and Releasees, the terms and conditions of that employment relationship, transitions services relationship, and consulting relationship, and the termination of that employment relationship, transition services relationship, and consulting relationship, including, but not limited to, any claims arising under any applicable Company severance plan(s), the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, Title VII of The Civil Rights Act of 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, the Americans with Disabilities Act, the Executive Retirement Income Security Act of 1974, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act of 1938, the National Labor Relations Act of 1935, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Immigration Reform and Control Act of 1986, the Occupational Safety and Health Act of 1970, the Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010, the Health Insurance Portability and Accountability Act of 1996, the Vocational Rehabilitation Act of 1973, California employment laws, the California Fair Employment and Housing Act, the California Family Rights Act (Cal. Gov. Code § 12940 et seq.), the California Labor Code (including but not limited to Labor Code §§ 98.6, 203, 232, 221, 1102.5, 2698 et seq., 6303, and 6400 et seq.), claims for retaliation under the Health and Safety Code section 1278.5; and any other federal, state and local employment laws, as amended, and any other claims under any federal, state or local common law, statutory, or regulatory provision, now or hereafter recognized, and any claims for attorneys’ fees and costs. This Release is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, implied or express contract or discrimination of any sort.

(c)WAIVER OF SECTION 1542 RIGHTS. Executive acknowledges and agrees that he has been informed of and understands the provision of California Civil Code section 1542 which provides as follows:

similar to Civil Code section 1542. Executive understands that if the facts or law with respect to which the foregoing releases are given hereafter turn out to be other than or different from the facts or law in that connection not known to be or believed by them to be true, Executive expressly assumes the risk of the facts or law turning out to be so different, and agrees that the foregoing releases shall be in all respects effective and not subject to termination or rescission based upon any such differences in facts or law.

(d)To the fullest extent permitted by law, and subject to the provisions of Paragraph 1(e) below, I represent and affirm that (i) I have not filed or caused to be filed on my behalf any claim for relief against the Company or any Releasee and, to the best of my knowledge and belief, no outstanding claims for relief have been filed or asserted against the Company or any Releasee on my behalf; and (ii) I have no knowledge of any improper, unethical or illegal conduct or activities that I have not already reported to any supervisor, manager, department head, human resources representative, agent or other representative of the Company, to any member of the Company’s legal or compliance departments, or to the ethics hotline; and (iii) I will not file, commence, prosecute or participate in any judicial or arbitral action or proceeding against the Company or any Releasee based upon or arising out of any act, omission, transaction, occurrence, contract, claim or event existing or occurring on or before the date of execution of this Release.

(e)The release of claims described in Paragraphs 1(b), (c) and (d) of this Release does not preclude me from filing a charge with the U.S. Equal Employment Opportunity Commission. However, I agree and hereby waive any and all rights to any monetary relief or other personal recovery from any such charge, including costs and attorneys’ fees. Additionally, this release of claims does not preclude me from filing claims that arise after the date of execution of this Release.

(f)Subject to the provisions of Paragraph 1(e) of this Release, in further consideration of the commitments described in Paragraph 2 of the Agreement, I agree that I will not file, claim, sue or cause or permit to be filed, any civil action, suit or legal proceeding seeking equitable or monetary relief (including damages, injunctive, declaratory, monetary or other relief) for himself or herself involving any matter released in Paragraph 1. In the event that suit is filed in breach of this release of claims, it is expressly understood and agreed that this release of claims shall constitute a complete defense to any such suit. In the event any Releasee is required to institute litigation to enforce the terms of this Paragraph, Releasees shall be entitled to recover reasonable costs and attorneys' fees incurred in such enforcement. I further agree and covenant that should any person, organization, or other entity file, claim, sue, or cause or permit to be filed any civil action, suit or legal proceeding involving any matter occurring at any time in the past, I will not seek or accept personal equitable or monetary relief in such civil action, suit or legal proceeding. Nothing in this Agreement shall prohibit or restrict me from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by any federal regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the Company’s designated legal, compliance or human resources officers; or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization.

2.Knowing and Voluntary Waiver. I expressly certify and acknowledge as follows:

(a)I have read the terms of this Release and that I understand its terms and effects, including the fact that I have agreed to REMISE, RELEASE, AND FOREVER DISCHARGE the Releasees and each and every one of its affiliated entities from any legal action arising out of my employment relationship, transition services relationship, or consulting relationship with the Company and the termination of that employment relationship, transition services relationship, or consulting relationship;

(b)I have signed this Release voluntarily and knowingly in exchange for the consideration described in Paragraph 2 of the Agreement, which I acknowledge is adequate and satisfactory and which I acknowledge is in addition to any other benefits to which I am otherwise entitled;

(c)I do not waive rights or claims that may arise after the date I execute this Release;

(d)I was advised in writing to consult with my attorney prior to signing this Release; and

(e)I have signed this Release knowingly and voluntarily.

3.Restrictive Covenants.

(a)Confidential Information.

(i)I acknowledge that the Company’s business and services are highly specialized, the identity and particular needs of the Company’s customers, suppliers, and independent contractors are not generally known, and the documents, records, and information regarding the Company’s customers, suppliers, independent contractors, services, methods of operation, policies, procedures, sales, pricing, and costs are highly confidential information and constitute trade secrets. I further acknowledge that the services rendered to the Company by me have been or will be of a special and unusual character which have a unique value to the Company and that I have had or will have access to trade secrets and confidential information belonging to the Company, the loss of which cannot be adequately compensated by damages in an action at law.

(ii)I agree to not use for any purpose or disclose to any person or entity any Confidential Information, except as required in the performance of my duties to the Company. “Confidential Information” means information that the Company has obtained in connection with its present or planned business, including information I developed in the performance of my duties for the Company, the disclosure of which could result in a competitive or other disadvantage to the Company. “Confidential Information” includes, but is not limited to, all information of Company to which I have had or will have access, whether in oral, written, graphic or machine-readable form, including without limitation, records, lists, specifications, operations or systems manuals, decision processes, policies, procedures, profiles, system and management architectures, diagrams, graphs, models, sketches, technical data, research, business or financial information, plans, strategies, forecasts, forecast assumptions, business practices, marketing information and material, customer names, vendor lists, independent contractor lists, identities, or information, proprietary ideas, concepts, know-how, methodologies and all other information related to Company’s business and/or the business of any of its affiliates, knowledge of the Company’s customers, suppliers, employees, independent contractors, methods of operation, trade secrets, software, software code, methods of determining prices. Confidential Information shall also include all information of a third party to which Company and/or any of its affiliates have access and to which I have had or will have access. I will not, directly or indirectly, copy, take, disclose, or remove from the Company’s premises, any of the Company’s books, records, customer lists, or any Confidential Information. I acknowledge and understand that, pursuant to the Defend Trade Secrets Act of 2016: An individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the individual’s attorney and use the trade secret information in the court proceeding if the individual: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.

(b)Employee Non-Solicitation.

(i)Non-Solicitation of Employees After Employment. After my separation from employment with the Company for any reason whatsoever, I will not, either on my own account or for any person, firm, partnership, corporation, or other entity, use the Company’s trade secrets to (a) solicit, interfere with, or endeavor to cause any employee of the Company to leave employment with the Company; or (b) induce or attempt to induce any such employee to breach their obligations to the Company.

(ii)Anti-Raiding of Employees. I agree that for a period of one year after my separation from employment with the Company for any reason whatsoever, whether using the Company’s trade secrets or not, I shall not disrupt, damage, impair, or interfere with the Company’s business by raiding the Company’s employees.

4.Opportunity for Review; Acceptance. I have until twenty-one (21) days within which to consider this Release. Any modifications, material or otherwise, made to this Release have not restarted or affected in any manner the original twenty-one (21) days consideration period, and I have signed on the date indicated below after concluding that this Release is satisfactory to me. Notwithstanding anything contained herein to the contrary, I may revoke this Release within seven (7) calendar days after my execution and it shall not become effective until the expiration of such seven (7) day revocation period. Any revocation within this period must be submitted, in writing, to the Company and state, “I hereby revoke my acceptance of the Release.” The revocation must be delivered to my human resources representative and postmarked within seven (7) calendar days of my execution of this Release. If the last day of the revocation period is a Saturday, Sunday, or legal holiday in the state in which I reside, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday or legal holiday. In the event of my timely revocation, this Release will be deemed null and void and the Company will have no obligations to provide the payments and benefits under Paragraph 2 of the Agreement.


/s/ Christopher Collier
CHRISTOPHER COLLIER
Dated: August 6, 2020

EXHIBIT 10.04

DESCRIPTION OF INCENTIVE BONUS PLAN FOR SECOND HALF OF FISCAL 2021

On September 15, 2020, the Board of Directors of Flex Ltd. (the “Company”) approved the Company’s Incentive Bonus Plan for the second half of fiscal year 2021. As previously disclosed, no bonus payouts will be made with respect to the first two quarters of fiscal year 2021. The second half plan provides the Company’s executive officers with the opportunity to earn cash bonuses based upon the achievement of pre-established performance goals. Total bonus opportunities will be based on achievement of performance targets for the second half of fiscal year 2021. Performance measures under the plan will be: operating profit, free cash flow and revenue targets at the Company level; and, additionally for certain executives, operating profit and revenue targets at the business unit level.

Under the Incentive Bonus Plan, target award opportunities are set at various percentages of base salary, which will be: 150% of base salary for the second half of fiscal year 2021 in the case of the Chief Executive Officer; 110% of base salary for the second half of fiscal year 2021 in the case of the Chief Financial Officer; and between 100% and 110% of base salary for the second half of fiscal year 2021 in the cases of other named executive officers, except that Chris Collier, the Company’s former Chief Financial Officer, will not be eligible for a bonus. Actual payout opportunities for each bonus component will range from a threshold of 10% of target for operating profit, 40% of target for revenue, and 50% of target for free cash flow, to a maximum of 200% of target (for all metrics), in each case based on achievement of the performance measures. If the Company or business unit fails to achieve the threshold level for any performance measure, no payout is awarded for that measure. Actual bonus payouts based on achievement of performance goals will be subject to modification if the Company exceeds pre-established levels of inventory turns. In addition, Company operating profit will be a funding metric for all Company bonus plans, including the executive plan, such that actual bonus payouts for executives may increase or decrease based on the level of Company operating profit versus target. For purposes of determining achievement of award opportunities, the incentive bonus plan uses adjusted, non-GAAP measures.

Exhibit 15.01

LETTER IN LIEU OF CONSENT OF DELOITTE & TOUCHE LLP

October 30, 2020

Flex Ltd.

2 Changi South Lane

Singapore 486123

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of Flex Ltd. and its subsidiaries for the three-month and six-month periods ended September 25, 2020 and September 27, 2019, as indicated in our report dated October 30, 2020; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended September 25, 2020, is incorporated by reference in Registration Statement No. 333-222773 on Form S-3ASR, and Registration Statement Nos. 333-248470, 333-220002, 333-212267, 333-207325, and 333-170710 on Form S-8.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ DELOITTE & TOUCHE LLP

San Jose, California

EXHIBIT 31.01

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Revathi Advaithi, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Flex Ltd.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 30, 2020


/s/ Revathi Advaithi
Revathi Advaithi
Chief Executive Officer

EXHIBIT 31.02

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO

SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Paul R. Lundstrom, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Flex Ltd.;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 30, 2020


/s/ Paul R. Lundstrom
Paul R. Lundstrom
Chief Financial Officer

EXHIBIT 32.01

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

We, Revathi Advaithi and Paul R. Lundstrom, Chief Executive Officer and Chief Financial Officer, respectively, of Flex Ltd. (the “Company”), hereby certify, to the best of our knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

•the Quarterly Report on Form 10-Q of the Company for the period ended September 25, 2020, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

•the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to Flex Ltd. and will be retained by it and furnished to the Securities and Exchange Commission or its staff upon request.


Date:	October 30, 2020	/s/ Revathi Advaithi
		Revathi Advaithi
		Chief Executive Officer
		(Principal Executive Officer)

Date:	October 30, 2020	/s/ Paul R. Lundstrom
		Paul R. Lundstrom
		Chief Financial Officer
		(Principal Financial Officer)

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Form 10-Q FLEX LTD. For: Sep 25

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