Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Cannon, Michael R.

2. Issuer Name and Ticker or Trading Symbol
SOLECTRON CORPORATION (SLR)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Executive Officer (President, CEO and Director Effective 01/10/03)

(Last)      (First)     (Middle)

847 Gibraltar Drive
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
01/16/03

(Street)

Milpitas, CA 95035

5. If Amendment,
Date of Original
(Month/Day/Year)
01/06/03		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock

01/06/03

 

A

 

1,038,268 (1)

A

$.001

1,038,268

D

 
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Nonstatutory Stock Option (right to buy)

3.99

01/06/03

 

A

 

750,000

 

 (2)

01/06/13

Common Stock

750,000

 

750,000

D

 

Nonstatutory Stock Option (right to buy)

3.99

01/06/03

 

A

 

3,750,000

 

 (3)

01/06/13

Common Stock

3,750,000

 

3,750,000

D

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

4,500,000

D

 

Explanation of Responses:

(1) Restricted Stock grant of 1,038,268 common shares with a Repurchase Right by Solectron which expires 100% on January 6, 2005. The shares are subject to a Company Repurchase Option in the event of certain early termination events and also subject to accelerated vesting in certain circumstances.
(2) Non-statutory stock option grant of 750,000 shares pursuant to Solectron's Amended and Restated 2002 Stock Option Plan with a vesting schedule of 1/48 monthly commencing January 6, 2003, subject to accelerated vesting in certain circumstances.
(3) Non-statutory stock option grant of 3,750,000 shares pursuant to a stand-alone stock option agreement similar but not a part of the Amended and Restated 2002 Stock Option Plan with a vesting schedule of 1/48 monthly commencing January 6, 2003, subject to accelerated vesting in certain circumstances..
  By: /s/ Robert Hirt for Michael R. Cannon
              
**Signature of Reporting Person		 01/16/03
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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Limited Power of Attorney - Securities Law Compliance





The undersigned, as an officer or director of Solectron Corporation, (the "Corporation"), hereby

constitutes and appoints Victoria Miranda, Robert Hirt, or Leonard J. Zanoni, the undersigned's

true and lawful attorney-in-fact and agent to complete and execute such Forms 3, 4 and 5 and

other forms as such attorney-in-fact shall, in his discretion, determine to be required or

advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as amended) and the

rules and regulations promulgated thereunder, or any successor laws and regulations, as a

consequence of the undersigned's ownership, acquisition or disposition of securities of the

Corporation, and to do all acts necessary in order to file such forms with the Securities and

Exchange Commission, any securities exchange or national association, the Corporation and such

other person or agency as the attorney-in-fact shall deem appropriate. The undersigned hereby

ratifies and confirms all that said attorney-in-fact and agent shall do or cause to be done by

virtue hereof.





This Limited Power of Attorney is executed at Milpitas, CA, as of the date set forth below.







    Signature: S/ Michael R. Cannon



    Type or Print Name:  Michael R. Cannon



    Dated:  January 7, 2003













Witness:



Signature: S/ Kevin O'Connor





Type or Print Name: Kevin O'Connor





Dated: January 7, 2003