CAUTIONARY STATEMENT

This copy of the Merger Agreement has been attached as an exhibit to the Report on Form 8-K to provide investors with information regarding its terms. Except for its status as a legal document governing the contractual rights among the parties thereto in relation to the proposed merger and the other transactions contemplated thereby, the Merger Agreement is not intended to be a source of factual, business or operational information about Flextronics, Solectron or their respective businesses.

The representations and warranties contained in the Merger Agreement are not necessarily accurate or complete as made and may be subject to exceptions set forth in the disclosure schedules provided in accordance with the Merger Agreement. Such representations, warranties and covenants have been negotiated by Flextronics and Solectron for the purpose of allocating contractual risk between the parties, including where the parties do not have complete knowledge of all the facts, and not for the purpose of establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and any shareholder of Flextronics or Solectron or any potential investor should not rely on the representations, warranties and covenants therein or any descriptions thereof as characterizations of the actual state of facts or condition of the parties or any of their affiliates.

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

FLEXTRONICS INTERNATIONAL LTD.

SATURN MERGER CORP.

AND

SOLECTRON CORPORATION

Dated as of June 4, 2007

INDEX OF DEFINED TERMS

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of June 4, 2007, by and among Flextronics International Ltd., a Singapore company ("Parent"), Saturn Merger Corp., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and Solectron Corporation, a Delaware corporation (the "Company").

RECITALS

A. The respective Boards of Directors of Parent, Merger Sub and the Company have deemed it advisable and in the interests of their respective companies and shareholders or stockholders, as the case may be, that Parent and the Company consummate the business combination and other transactions provided for herein pursuant to which, as a single integrated transaction, (1)(i) Merger Sub will be merged with and into the Company, which will continue as the surviving corporation of such merger and as a wholly-owned Subsidiary of Parent, and (ii) following such merger, the Company will be merged with and into a wholly-owned subsidiary of Parent, which will continue as the surviving corporation of such merger and as a wholly-owned Subsidiary of Parent, and (2) each share of capital stock of the Company will be canceled and converted into the right to receive the merger consideration set forth herein.

B. For United States federal income tax purposes, it is intended that the Merger (as defined below) shall qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the "Code") and the parties intend, by executing this Agreement, that this Agreement constitute a "plan of reorganization" within the meaning of Treasury Regulation Section 1.368-2(g).

C. Concurrently with the execution of this Agreement, and as a condition and inducement to Parents willingness to enter into this Agreement, all current executive officers and members of the Board of Directors of the Company are entering into voting agreements and irrevocable proxies in substantially the form attached hereto as Exhibit A1 (the "Company Voting Agreement").

D. Concurrently with the execution of this Agreement, and as a condition and inducement to the Companys willingness to enter into this Agreement, certain current executive officers and all members of the Board of Directors of Parent are entering into voting agreements and irrevocable proxies in substantially the form attached hereto as Exhibit A2 (the "Parent Voting Agreements").

E. The Board of Directors of the Company has resolved to recommend that the stockholders of the Company adopt this Agreement in accordance with Delaware Law (as defined below).

F. Parent, as the sole stockholder of Merger Sub, has adopted this Agreement.

G. The Board of Directors of Parent has resolved to recommend to its shareholders the approval of the issuance of Parent Ordinary Shares (as defined below) in the Merger.

H. Parent, Merger Sub and the Company each desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe certain conditions to the Merger.

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, do hereby agree as follows:

ARTICLE I

THE MERGER

1.01 The Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Delaware General Corporation Law ("Delaware Law"), (i) Merger Sub shall be merged with and into the Company (the "First Step Merger"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly-owned Subsidiary of Parent, and (ii) immediately following the First Step Merger, as part of a single integrated plan, the Company shall be merged with and into a wholly-owned subsidiary of Parent to be designated by Parent ("Merger Sub 2" and such merger, the "Second Step Merger", and collectively with the First Step Merger, the "Merger"), the separate corporate existence of the Company shall cease and Merger Sub 2 shall continue as the surviving corporation and as a wholly-owned Subsidiary of Parent. The terms of the First Step Merger shall be as provided in Sections 1.2 through 1.10 below, and the terms of the Second Step Merger shall be as provided in the Form of Agreement and Plan of Merger and Reorganization attached hereto as Exhibit B (the "Second Step Merger Agreement"). Each of Parent and the Company shall, and Parent shall cause Merger Sub 2 to, enter into the Second Step Merger Agreement. The Company, as the surviving corporation after the First Step Merger, is hereinafter sometimes referred to as the "Surviving Corporation."

1.2 Effective Time; Closing.

(a) Effective Time. Subject to the provisions of this Agreement, the parties hereto shall cause the First Step Merger to be consummated by filing a Certificate of Merger in customary form and substance with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "Certificate of Merger") (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the "Effective Time") as soon as practicable on the Closing Date.

(b) Closing. The closing of the Merger (the "Closing") shall take place at the offices of Curtis, Mallet-Prevost, Colt & Mosle LLP, located at 101 Park Avenue, New York, New York, or such other place as agreed to by the parties, at a time and date to be specified by the parties, which shall be no later than the third Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing but subject to the satisfaction of those conditions), or at such other time, date and location as the parties hereto agree in writing. The date on which the Closing occurs is referred to herein as the "Closing Date." "Business Day" shall mean each day that is not a Saturday, Sunday or other day on which banking institutions located in the State of California are authorized or obligated by law or executive order to close.

1.3 Effect of the First Step Merger. At the Effective Time, the effect of the First Step Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

1.4 Certificate of Incorporation and Bylaws.

(a) Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to be identical to the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, until thereafter amended in accordance with Delaware Law and as provided in such certificate of incorporation; provided, however, that at the Effective Time, Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: "The name of the corporation is Solectron Corporation."

(b) Bylaws. At the Effective Time, the bylaws of the Surviving Corporation shall be amended and restated in their entirety to be identical to the bylaws of Merger Sub, as in effect immediately prior to the Effective Time until thereafter amended in accordance with Delaware Law and as provided in such bylaws.

1.5 Directors and Officers.

(a) Directors. The initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, until their respective successors are duly elected or appointed and qualified.

(b) Officers. The initial officers of the Surviving Corporation shall be the officers of Merger Sub immediately prior to the Effective Time, until their respective successors are duly appointed.

(c) Subsidiaries. Unless otherwise determined by Parent prior to the Effective Time, Parent, the Company and the Surviving Corporation shall take such action as reasonably requested by Parent to cause the directors and officers of Merger Sub immediately prior to the Effective Time to be the directors and officers, respectively, of each of the Companys Subsidiaries immediately after the Effective Time, each to hold office as a director or officer of each such Subsidiary in accordance with the provisions of the laws of the respective jurisdiction of organization and the respective bylaws or equivalent organizational documents of each such Subsidiary.

1.6 Effect on Capital Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the First Step Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any shares of capital stock of the Company, the following shall occur:

(a) Company Common Stock. Each share of the common stock, par value $0.001 per share, of the Company ("Company Common Stock") issued and outstanding immediately prior to the Effective Time, other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d), will be canceled and extinguished and automatically converted into the right to receive, at the election of the holder thereof (with respect to each holder, an "Election"), but subject to Sections 1.6(b), 1.6(c), 1.6(g), 1.7 and 1.8(g), either: (i) subject to Section 1.6(f), 0.3450 (the "Exchange Ratio") of an ordinary share, no par value, of Parent ("Parent Ordinary Shares," and such fraction of a Parent Ordinary Share, "Stock Consideration") or (ii) $3.89 in cash, without interest ("Cash Consideration," and together with the Stock Consideration, the "Merger Consideration"); provided that (i) in no event shall the maximum number of shares of Company Common Stock to be converted into Stock Consideration (the "Stock Conversion Number") exceed the product of (x) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and (y) 0.70 and (ii) in no event shall the maximum number of shares of Company Common Stock to be converted into Cash Consideration (the "Cash Conversion Number") exceed the product of (x) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and (y) 0.50; and provided further that subject to Section 1.7, each holders Election shall be for either (i) Cash Consideration (a "Cash Election") for all of the shares of Company Common Stock ("Cash Election Shares") held by such holder or (ii) Stock Consideration (a "Stock Election") for all of the shares of Company Common Stock ("Stock Election Shares") held by such holder. Any Company Common Stock or Exchangeable Shares for which an Election is not timely made as provided in Section 1.8(c) below shall be deemed "Non-Election Shares."

(b) Restricted Stock. If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition (including, without limitation, restrictions on transferability) under any applicable restricted stock purchase agreement or other agreement or arrangement with the Company that does not by its terms provide that such repurchase option, risk of forfeiture or other condition lapses upon consummation of the First Step Merger, including Company Common Stock issued under the Companys 2002 Stock Plan pursuant to restricted stock purchase agreements ("Company Restricted Stock"), then notwithstanding any other provision of this Agreement, each holder of shares of Company Restricted Stock shall have the right to make an Election to receive either the Stock Consideration or Cash Consideration with respect to such shares in accordance with Section 1.6(a), and such shares will be cancelled and extinguished and automatically converted into the right to receive Stock Consideration or Cash Consideration in accordance with Section 1.6(a), which Stock Consideration or Cash Consideration will also be unvested and be subject to the same repurchase option, risk of forfeiture or other condition (including, without limitation, restrictions on transferability), and the certificates representing any Parent Ordinary Shares issued in respect thereof may accordingly be marked with appropriate legends. To the extent any shares of Company Restricted Stock are converted into the right to receive Cash Consideration, such Cash Consideration shall vest and become payable on the date that the Company Restricted Stock would have otherwise vested pursuant to its original vesting schedule as in effect prior to the Effective Time, and such payment shall be made at the first regularly scheduled payroll date of Parent (or a Subsidiary of Parent) following the vesting date applicable to such payment.

(c) Dissenting Shares. Notwithstanding any other provision of this Agreement and to the extent appraisal rights are available under Delaware Law, Company Common Stock and Series B Preferred Stock held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance with Section 262 of the Delaware Law (collectively, the "Dissenting Shares") shall not be converted into, or represent the right to receive, the Merger Consideration, but instead shall be entitled to such rights, but only such rights, as are granted under such Section 262 (unless and until such stockholder shall have failed to perfect, or shall have effectively withdrawn or lost, such stockholders right to appraisal under the Delaware Law). If any holder of Dissenting Shares shall have failed to perfect or who effectively shall have withdrawn or lost such holders rights to appraisal of such Dissenting Shares prior to the Election Deadline, such holders shares of Company Common Stock (or, if applicable, the Exchangeable Shares underlying the Series B Preferred Stock), as the case may be, shall thereupon be deemed to be Non-Election Shares for all purposes of this Agreement unless such stockholder properly makes an Election with respect to such shares prior to the Election Deadline. All Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Dissenting Shares under such Section 262 after the Election Deadline shall thereupon be deemed Non-Election Shares and therefore converted into, and become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration upon surrender, in the manner provided in Section 1.8(d), of the Certificates or Book Entry Shares that formerly evidenced such Company Common Stock (or, if applicable, the Exchangeable Shares underlying the Series B Preferred Stock) as the case may be. If the Merger is rescinded or abandoned for any reason, then the right of any stockholder to be paid the fair value of such stockholders Dissenting Shares pursuant to Section 262 of Delaware Law shall cease.

(d) Cancellation of Treasury and Parent Owned Stock. Each share of Company Common Stock held by the Company or Parent or any direct or indirect wholly-owned subsidiary of the Company or of Parent immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof.

(e) Stock Options.

(i) Each Company Option (as defined below) that is issued and outstanding immediately prior to the Effective Time, whether or not then exercisable, with an exercise price equal to or less than $5.00, will be assumed by Parent and converted into an option to purchase Parent Ordinary Shares ("Assumed Options"). Each Assumed Option will continue to have, and be subject to, the same terms and conditions, except that (A) each Assumed Option shall be exercisable (or will become exercisable in accordance with its terms) for that number of whole Parent Ordinary Shares equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded down to the nearest whole share) and (B) the per share exercise price for the Parent Ordinary Shares issuable upon exercise of such Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time by the Exchange Ratio (rounded up to the nearest whole cent). The conversion of Company Options provided for in this Section 1.6(e)(i) with respect to any Company Options, whether or not they are intended to be "incentive stock options" (as defined in Section 422 of the Code), shall be effected in a manner consistent with Section 424(a) of the Code and otherwise in a manner designed to avoid their becoming deferred compensation arrangements subject to Section 409A of the Code to the extent permitted by Legal Requirements.

(ii) Each Company Option that is issued and outstanding immediately prior to the Effective Time, whether or not then exercisable, which is not an Assumed Option and which has not been exercised prior to the Effective Time, shall, effective at the Effective Time, be canceled and extinguished without any conversion or assumption thereof.

(f) Fractional Shares. No fraction of a Parent Ordinary Share will be issued by virtue of the First Step Merger, but in lieu thereof each holder of shares of Company Common Stock that would otherwise be entitled to a fraction of a Parent Ordinary Share (after aggregating all fractional Parent Ordinary Shares that otherwise would be received by such holder) shall, upon surrender of such holders Certificate(s) or Book Entry Share(s) or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in Section 1.10, receive from Parent an amount of cash (rounded to the nearest whole cent), without interest, less the amount of any withholding taxes as contemplated by Section 1.8(g), which are required to be withheld with respect thereto, equal to the product of: (i) such fraction, multiplied by (ii) the product of (x) the average of the per share closing prices of the Parent Ordinary Shares reported on the Nasdaq Global Select Market during the five (5) consecutive trading days ending on the trading day immediately preceding the Closing Date and (y) the Exchange Ratio.

(g) Adjustments to Exchange Ratio and Cash Consideration. The Exchange Ratio and the Cash Consideration shall be adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Ordinary Shares or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Ordinary Shares or Company Common Stock having a record date on or after the date hereof and prior to the Effective Time.

(h) Capital Stock of Merger Sub. Each share of common stock, par value $0.001 per share, of Merger Sub (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation.

(i) Cancellation of Series B Preferred Stock. The Series B Preferred Stock will be cancelled as provided in the Company Charter Documents and Section 5.14

1.7 Allocation of the Merger Consideration. Notwithstanding any other provision of this Agreement, in the circumstances described below in this Section 1.7, the Merger Consideration shall be allocated as provided below in this Section 1.7:

(a) If the aggregate number of shares of Company Common Stock with respect to which Stock Elections shall have been made (the "Stock Election Number") exceeds the Stock Conversion Number, then (i) all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and (ii) the Stock Election Shares of each holder shall be converted into the right to receive (x) the Stock Consideration in respect of that number of Stock Election Shares equal to the product of (1) the number of Stock Election Shares held by such holder and (2) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, and (y) Cash Consideration in respect of the remaining number of such holders Stock Election Shares;

(b) If the aggregate number of shares of Company Common Stock with respect to which Cash Elections shall have been made (the "Cash Election Number") exceeds the Cash Conversion Number, then (i) all Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and (ii) the Cash Election Shares of each holder shall be converted into the right to receive (x) the Cash Consideration in respect of that number of Cash Election Shares equal to the product of (1) the number of Cash Election Shares held by such holder and (2) a fraction, the numerator of which is the Cash Conversion Number and the denominator of which is the Cash Election Number, and (y) Stock Consideration in respect of the remaining number of such holders Cash Election Shares; or

(c) If (x) the Stock Election Number is less than the Stock Conversion Number and (y) the Cash Election Number is less than the Cash Conversion Number (the amount by which the Cash Conversion Number exceeds the Cash Election Number, the "Cash Shortfall Number"), then:

(i) all Stock Election Shares shall be converted into the right to receive the Stock Consideration;

(ii) all Cash Election Shares shall be converted into the right to receive the Cash Consideration; and

(iii) the Non-Election Shares of each holder shall be treated in the following manner: (A) if the Cash Shortfall Number is greater than or equal to the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Cash Consideration; or (B) if the Cash Shortfall Number is less than the number of Non-Election Shares, then the Non-Election Shares of each holder shall be converted into the right to receive (1) the Cash Consideration in respect of that number of Non-Election Shares equal to the product of (x) the number of Non-Election Shares held by such holder and (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, and (2) Stock Consideration in respect of the remaining number of such holders Non-Election Shares.

1.8 Surrender of Certificates; Election of Merger Consideration.

(a) Exchange Agent. Parent shall designate a bank or trust company reasonably satisfactory to the Company to act as the exchange agent (the "Exchange Agent") for the Merger. The Exchange Agent shall make all computations as to the allocation and the proration of the Merger Consideration contemplated by Section 1.7, and any such computations shall be binding on the Company stockholders absent manifest error. Such computations shall be made as soon as practicable after the Election Deadline, but in no event more than five (5) Business Days after the Closing Date (or such other time as may be agreed in writing by the Company and Parent). The Exchange Agent may, with the mutual agreement of Parent and the Company, make such rules as are consistent with this Section 1.8 and as shall be reasonably necessary to effect the Elections provided for herein.

(b) Parent to Provide Merger Consideration.

(i) Prior to the Effective Time, Parent shall enter into an agreement with the Exchange Agent, in form and substance reasonably satisfactory to the Company, which shall provide that Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the share certificate(s) representing the number of Parent Ordinary Shares issuable and the aggregate Cash Consideration payable pursuant to this Article I in exchange for outstanding shares of Company Common Stock. In addition, Parent shall make available as necessary, cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions which holders of shares of Company Common Stock may be entitled pursuant to Section 1.8(e). Any cash and Parent Ordinary Shares deposited with the Exchange Agent shall hereinafter be referred to as the "Exchange Fund."

(ii) Parent shall deposit, or shall cause to be deposited, with the Exchange Agent (A) as promptly as practicable following the Effective Time, certificates representing the number of Parent Ordinary Shares sufficient to deliver, and Parent shall instruct the Exchange Agent to timely deliver, the aggregate Stock Consideration, and (B) at or prior to the Effective Time, immediately available funds equal to the aggregate Cash Consideration (together with, to the extent then determinable, any cash payable in lieu of fractional shares pursuant to Section 1.6(f)) and Parent shall instruct the Exchange Agent to timely pay the Cash Consideration, and such cash in lieu of fractional shares, in accordance with this Agreement. To the extent that there are any losses with respect to any investment of the Exchange Fund, or the Exchange Fund diminishes for any reason below the level required for the Exchange Agent to promptly pay the cash amounts contemplated by this Agreement (including with respect to former Dissenting Shares held by stockholders of the Company who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Shares under Section 262 of Delaware Law), Parent shall promptly replace or restore the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Exchange Agent to make such payments contemplated by this Agreement.

(c) Elections.

(i) All Elections made pursuant to Section 1.6(a) shall be made on a form designated for that purpose that is reasonably acceptable to Parent and the Company (an "Election Form"). A holder acting in different capacities or acting on behalf of different beneficial owners shall be entitled to submit an Election Form for each capacity in which such holder so acts with respect to each person for which it so acts.

(ii) Parent shall cause the Exchange Agent to mail the Election Form to each of the Companys stockholders entitled to vote at the Company Stockholders Meeting, at the time that the Joint Proxy Statement/Prospectus is provided to the shareholders of the Company. Parent shall cause the Exchange Agent to use reasonable best efforts to make available as promptly as possible an Election Form to any shareholder of the Company who requests such Election Form following the initial mailing of the Election Form and prior to the Election Deadline.

(iii) Parent shall cause the Exchange Agent to mail the Election Form to each holder of record of Exchangeable Shares who is entitled to vote in respect of the Company Stockholders Meeting pursuant to the outstanding share of Series B Preferred Stock, at the time that the Joint Proxy Statement/Prospectus is provided to the stockholders of the Company. Such Election Form shall permit each such holder of Exchangeable Shares to complete such Election Form and make an Election as if such holder were the registered holder of the Company Common Stock to which such holder of Exchangeable Shares will be entitled on completion of the Redemption or Exchange. Parent shall use reasonable best efforts to cause the Exchange Agent to make available as promptly as practicable an Election Form to any holder of Exchangeable Shares who requests such Election Form following the initial mailing of the Election Form and prior to the Election Deadline. For all purposes hereunder such an Election by a holder of Exchangeable Shares will be considered an Election made with respect to shares of Company Common Stock, subject to completion of the Redemption or Exchange.

(iv) Any Election shall be deemed to have been made properly only if the Exchange Agent shall have received, by the Election Deadline, an Election Form properly completed and signed. For purposes of this Agreement, "Election Deadline" means 5:00 p.m. Eastern time on the later of (i) the date of the Company Stockholders Meeting and (ii) the date that Parent and the Company shall agree is as near as practicable to ten (10) Business Days prior to the expected Closing Date. Parent and the Company shall cooperate to issue a press release announcing the date of the Election Deadline not more than fifteen (15), but at least ten (10), Business Days prior to the Election Deadline.

(v) An Election shall have been made properly only if the Exchange Agent shall have received, by the Election Deadline, an Election Form properly completed and signed.

(vi) If any Election is not timely or otherwise properly made with respect to any shares of Company Common Stock, such Election shall be deemed not effective, and the shares of Company Common Stock covered by such Election shall, for purposes hereof, be deemed to be Non-Election Shares, unless a proper Election is filed by the Election Deadline.

None of Parent, the Company or the Exchange Agent shall have any obligation to notify any holder of any defect in its Election prior to the Election Deadline.

(vii) Any holder may, at any time prior to the Election Deadline, (x) change such holders Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed, revised Election Form or (y) revoke his, her or its Election by written notice received by the Exchange Agent prior to the Election Deadline. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by Parent or the Company that this Agreement has been terminated in accordance with Article VII.

(d) Exchange Procedures. As promptly as practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of (i) a certificate or certificates (the "Certificates") or (ii) non-certificated shares of Company Common Stock represented by book-entry ("Book Entry Shares") which in each case immediately prior to the Effective Time represented: (1) outstanding shares of Company Common Stock that were converted into the right to receive Merger Consideration pursuant to this Article I; or (2) outstanding Exchangeable Shares that were redeemed or exchanged for shares of Company Common Stock in connection with the Redemption or the Exchange, as the case may be, and such shares of Company Common Stock were subsequently converted into the right to receive Merger Consideration pursuant to this Article I: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book Entry Shares shall pass, only upon delivery of the Certificates or Book Entry Shares to the Exchange Agent and shall be in customary form and have such other provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for the right to receive either, but not a combination of, (x) certificates representing whole Parent Ordinary Shares or (y) the Cash Consideration, in each case determined in accordance with Section 1.6(a), and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(e). Upon surrender of Certificates or Book Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent (with appropriate notice of such appointment having been provided to such holders of record), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificates or Book Entry Shares shall be entitled to receive in exchange therefor share certificate(s) representing the number of whole Parent Ordinary Shares to which such holder is entitled pursuant to Section 1.6(a), if any, any payment of the Cash Consideration which such holder is entitled to receive pursuant to Section 1.6(a) and any payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(e), in each case after taking into account all Certificates or Book Entry Shares surrendered by such holder and such holders Election, and the Certificates or Book Entry Shares so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates or Book Entry Shares will be deemed from and after the Effective Time, for all corporate purposes, to evidence the right to receive such whole number of Parent Ordinary Shares into which such shares of Company Common Stock shall have been so converted in accordance with Section 1.6(a), the right to receive payment of the Cash Consideration in accordance with Section 1.6(a) and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(e). If a holder that is entitled to receive both Cash Consideration and Stock Consideration in respect of Company Common Stock held by such owner immediately prior to the Effective Time surrenders Certificates or Book Entry Shares representing fewer than all of such Company Common Stock, such holder will receive both Cash Consideration and Stock Consideration in proportion to the relative amounts of Cash Consideration and Stock Consideration it is entitled to receive for all of the Company Common Stock it held immediately prior to the Effective Time.

(e) Distributions With Respect to Unexchanged Shares. Whenever a dividend or other distribution is declared or made after the date hereof with respect to Parent Ordinary Shares with a record date after the Effective Time, such declaration shall include a dividend or other distribution in respect of all Parent Ordinary Shares issuable pursuant to this Agreement. No dividends or other distributions declared or made after the date hereof with respect to Parent Ordinary Shares with a record date after the Effective Time and no payment in lieu of fractional shares pursuant to Section 1.6(f) will be paid to the holders of any unsurrendered Certificates or Book Entry Shares with respect to the Parent Ordinary Shares represented thereby until the holders of record of such Certificates or Book Entry Shares shall surrender such Certificates or Book Entry Shares. Subject to applicable Legal Requirements, following surrender of any such Certificates or Book Entry Shares, the Exchange Agent shall deliver to the holders thereof, without interest (i) promptly after such surrender, share certificates(s) representing such number of whole Parent Ordinary Shares issued in exchange therefor, if any, and the Cash Consideration payable, if any, in exchange therefor, in each case pursuant to Section 1.6(a), along with payment in lieu of fractional shares pursuant to Section 1.6(f) and the amount of any such dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to such whole Parent Ordinary Shares and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and a payment date subsequent to such surrender payable with respect to such whole Parent Ordinary Shares.

(f) Transfers of Ownership. If Parent Ordinary Shares are to be issued in a name other than that in which the Certificates or Book Entry Shares surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates or Book Entry Shares so surrendered will be properly endorsed and otherwise in proper form for transfer and that the Persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other Taxes required by reason of the issuance of Parent Ordinary Shares in any name other than that of the registered holder of the Certificates or Book Entry Shares surrendered, or established to the reasonable satisfaction of Parent or any agent designated by it that such Tax has been paid or is not payable.

(g) Required Withholding. Each of the Exchange Agent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign Tax law. To the extent such amounts are so deducted or withheld, the amount of such consideration shall be treated for all purposes under this Agreement as having been paid to the Person to whom such consideration would otherwise have been paid.

(h) No Liability. None of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirements. For purposes of this Agreement, "Legal Requirements" shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, directive, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity

(i) Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Parent on a daily basis; provided that no such investment or loss thereon shall affect the amounts payable to Company stockholders pursuant to this Article I. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable to Company stockholders pursuant to this Article I shall be paid to Parent as soon as practicable at the end of each calendar month.

(j) Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of Certificates or Book Entry Shares twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates or Book Entry Shares who have not surrendered such Certificates or Book Entry Shares in compliance with this Section 1.8 shall after such delivery to Parent look only to Parent for the payment of the Merger Consideration pursuant to Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(e) with respect to the shares of Company Common Stock formerly represented thereby.

1.9 No Further Ownership Rights in Company Common Stock. The Stock Consideration and Cash Consideration paid, together with any cash or other distributions paid pursuant to Sections 1.6(f) and 1.8(e), upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.

1.10 Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue and/or pay in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such share certificate(s) representing Parent Ordinary Shares to be issued pursuant to Section 1.6(a), any Cash Consideration payable pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(e); provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

1.11 Alternative Structure. If the condition described in Section 6.1(f)(i) to the obligations of each party to effect the Merger is not satisfied at or prior to the Closing Date, then (i) each party shall have the right in its sole discretion to unilaterally waive such condition on behalf of all parties and (ii) if any such party so waives such condition, then the Merger shall not be consummated as described in Section 1.1, but instead, Merger Sub shall be merged with and into the Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly-owned subsidiary of Parent. The terms of such merger of Merger Sub with and into the Company shall be as provided in Sections 1.2 through 1.10 above, provided that, all references therein (and in any other Section of this Agreement) to the "First Step Merger" shall be deemed to refer to the merger pursuant to this Section 1.11, and all references in this Agreement to the "Merger" shall be deemed to refer to such merger (except for references to "Merger" in Recital B, Section 2.6(b)(xiii), Section 3.6(a)(v), Section 5.12 and Section 6.1(f), which shall apply only to the Merger contemplated in Section 1.1). Nothing contained in this Section 1.11 shall have any effect on the Merger Consideration.

1.12 Further Action. At and after the Effective Time, the officers and directors of Parent and the Surviving Corporation will be authorized to execute and deliver, in the name and on behalf of the Company and Merger Sub, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of the Company and Merger Sub, any other actions and things to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to and under any of the rights, properties or assets acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Parent and Merger Sub, subject to (i) disclosure in the Companys Annual Report on Form 10-K for the period ended August 25, 2006 and any other Company SEC Report thereafter filed with the SEC and publicly available prior to the date hereof, excluding any disclosure in any such Company SEC Report set forth in any risk factor section and in any section relating to forward-looking statements (and provided that the disclosure in such Annual Report or other Company SEC Report shall apply only with respect to representations and warranties to which the relevance of such disclosure is reasonably apparent on its face), and (ii) the exceptions specifically disclosed in writing in the disclosure letter (referencing the appropriate section or subsection; provided, however, that any information set forth in one section of the disclosure letter shall be deemed to apply to each other section or subsection thereof to which its relevance is reasonably apparent on its face) supplied by the Company to Parent dated as of the date hereof (the "Company Disclosure Letter"), as follows:

2.01 Organization; Standing and Power; Charter Documents; Subsidiaries.

(a) Organization; Standing and Power. The Company is (i) a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and (ii) is duly qualified to do business as a foreign corporation in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. The Company has the requisite power and authority and all necessary governmental licenses, authorizations, permits, consents and approvals required to own, lease and operate its properties and to carry on its business as currently conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company.

(b) Charter Documents. The Company has Made Available to Parent a true and correct copy of the certificate of incorporation and bylaws of the Company, each as amended to date and as in full force and effect (collectively, the "Company Charter Documents"). The Company is not in violation of any of the provisions of the Company Charter Documents.

(c) Subsidiaries.

(i) Each "significant subsidiary" (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the SEC) of the Company and its respective jurisdiction of organization is identified in Exhibit 21.1 to the Companys Annual Report on Form 10-K for the year ended August 25, 2006 filed with the SEC on November 8, 2006. For purposes of this Agreement, "Subsidiary," when used with respect to any party, shall mean any corporation, association, business entity, partnership, limited liability company or other Person of which such party, either alone or together with one or more Subsidiaries or through one or more Subsidiaries (A) directly or indirectly owns or controls securities or other interests representing more than 50% of the voting power of such Person or (B) is entitled, by Contract or otherwise, to elect, appoint or designate directors or other Persons constituting a majority of the members of such Persons board of directors or other governing body. For purposes of this Agreement, "Contract" shall mean any written or oral agreement, including any lease, license, subcontract, indenture, note, bond, or other binding instrument, understanding, commitment or other arrangement or undertaking, including any and all amendments, exhibits and schedules thereto.

(ii) The Company is the direct or indirect owner of all of the outstanding shares of capital stock of, or other equity or voting interests in, each Subsidiary and all such shares or interests have been duly authorized, validly issued and are fully paid and nonassessable, free and clear of all material Liens, except for restrictions imposed by applicable securities laws. Other than the Subsidiaries of the Company, neither the Company nor any of its Subsidiaries owns any capital stock of, or other equity or voting interests of any nature in, or any interest convertible, exchangeable or exercisable for, capital stock of, or other equity or voting interests of any nature in, any other Person. For purposes of this Agreement, "Liens" shall mean all pledges, claims, liens, charges, encumbrances, options, restrictions and security interests of any kind or nature whatsoever.

(iii) Each Subsidiary of the Company (i) is a corporation or other organization duly organized, validly existing and, in any jurisdiction in which such legal concept is applicable, in good standing under the laws of the jurisdiction of its incorporation or organization, and (ii) is duly qualified to do business as a foreign corporation in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification necessary, except where the failure to be in good standing or so qualified, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Each Subsidiary of the Company has the requisite power and authority and all necessary governmental licenses, authorizations, permits, consents and approvals required to own, lease and operate its properties and to carry on its business as currently conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company.

2.02 Capital Structure.

(a) Capital Stock. The authorized capital stock of the Company consists of: (i) one billion six hundred one million two hundred thousand (1,601,200,000) shares of Company Common Stock and (ii) one million two hundred thousand (1,200,000) shares of preferred stock, par value $0.001 per share (the "Company Preferred Stock"), of which one (1) share is designated as "Series B Preferred Stock" (the "Series B Preferred Stock"). As of the close of business on June 1, 2007: (i) nine hundred thirteen million nine hundred seventy-four thousand four hundred sixty-two (913,974,462) shares of Company Common Stock were issued and outstanding, and (ii) seven hundred twenty-three thousand sixty-eight (723,068) shares of Company Common Stock were held by the Company in its treasury. As of the date hereof, one share of Series B Preferred Stock is issued and outstanding, which share will be cancelled in connection with the Redemption or Exchange, and no other shares of Company Preferred Stock are issued and outstanding. No shares of Company Common Stock and Company Preferred Stock are owned or held by any Subsidiary of the Company. All outstanding shares of Company Common Stock and Company Preferred Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Company Charter Documents, or any agreement to which the Company is a party or by which it is bound.

(b) Company Options. As of the close of business on June 1, 2007: (i) thirty-nine million six hundred fifty-two thousand five hundred eighty-one (39,652,581) shares of Company Common Stock were issuable upon the exercise of outstanding options to purchase Company Common Stock under the Companys Amended and Restated 1992 Stock Plan and 2002 Stock Plan (collectively, the "Company Option Plans" and such options, whether payable in cash, shares or otherwise, "Company Options"); and (ii) except for Company Common Stock issuable under the Company ESPP, there are no shares of Company Common Stock issuable upon the exercise of outstanding options to purchase Company Common Stock that were not issued under the Company Option Plans. Section 2.2(b)(i) of the Company Disclosure Letter sets forth a list of all Company Options that are exercisable to purchase or receive Company Restricted Stock and which are outstanding and unexercised as of June 1, 2007. Section 2.2(b)(i) of the Company Disclosure Letter sets forth a list of each outstanding Company Option as of the close of business on June 1, 2007, including (a) the name of the holder of such Company Option; (b) the number of shares of Company Common Stock subject to such Company Option; (c) the exercise price of such Company Option; (d) the date on which such Company Option was granted or issued; (e) the Company Option Plan under which such Company Option was issued and whether such Company Option is an "incentive stock option" (as defined in Section 422 of the Code) or a nonqualified stock option; (f) for each Company Option, whether such Company Option is held by a Person who is not an employee of the Company or any of its Subsidiaries; (g) the applicable vesting schedule, if any, and the extent to which such Company Option is vested and exercisable as of the date hereof; and (h) the date on which such Company Option expires. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting or exercisability of any Company Option as a result of the Merger (whether alone or upon the occurrence of any additional or subsequent events). There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company. Except for Company Options pursuant to which optionees were issued Company Restricted Stock, to the Knowledge of the Company, each outstanding Company Option has been granted with an exercise price no less than the fair market value of the shares of Company Common Stock subject to such Company Options on the date of grant.

(c) Restricted Stock. As of the close of business on June 1, 2007, sixteen million eight hundred twenty-four thousand seven hundred sixty-two (16,824,762) shares of Company Restricted Stock were issued and outstanding. Section 2.2(c) of the Company Disclosure Letter sets forth the following information about such Company Restricted Stock as of the close of business on June 1, 2007: (a) the name of the holders; (b) the date on which such Company Restricted Stock was issued; (c) the Company Option Plan under which such Company Restricted Stock was issued; (d) whether or not the holder is an employee of the Company or any of its Subsidiaries; and (e) the applicable vesting schedule including whether vesting occurs pursuant to the provision of services or the achievement of performance or other criteria and whether vesting will be triggered as a result of the Merger.

(d) Voting Debt. Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness which carries or possesses the right to vote on any matters on which stockholders may vote or which is convertible into, or exchangeable for, securities having such right (collectively, "Voting Debt").

(e) Other Securities. Except for Company Options outstanding as of the date hereof and subject to Section 4.1(b)(iv), Company Options subsequently issued, and the rights associated with the Exchangeable Shares, there are no options, warrants, calls, rights or other securities and no Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound, obligating (or purporting to obligate) the Company or any of its Subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, Voting Debt, other voting securities or any securities convertible into shares of capital stock, Voting Debt or other voting securities of the Company or any of its Subsidiaries, and there are no Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound, obligating the Company or any of its Subsidiaries to issue, grant or extend any such option, warrant, call, right, or other security or enter into any such Contract. There are no rights plans, anti-takeover plans or registration rights agreements with respect to any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries to which the Company or any of its Subsidiaries is a party or by which any of them are bound.

(f) Redemption and Disposal of Securities. Except for the Companys reacquisition of unvested shares of Company Restricted Stock forfeited to the Company, there are no Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (ii) dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries.

(g) Voting Agreements. The Company is not a party to any voting agreement with respect to shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Companys Knowledge, other than the Company Voting Agreements and the irrevocable proxies granted pursuant to the Company Voting Agreements, there are no irrevocable proxies, voting agreements, or voting trusts with respect to any Company Common Stock.

2.3 Authority; No Conflict; Necessary Consents.

(a) Authority. The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject, in the case of consummation of the Merger, to the approval of the Company Voting Proposal by the Companys stockholders as contemplated in Section 5.2(a). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no further corporate action is required on the part of the Company to authorize the execution and delivery of this Agreement or to consummate the Merger and the other transactions contemplated hereby, subject only to the approval of the Company Voting Proposal by the Companys stockholders as contemplated by Section 5.2(a) and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of the holders of a majority of the Voting Shares entitled to vote at the Company Stockholders Meeting is the only vote of the holders of any class or series of Company capital stock necessary to adopt this Agreement and consummate the Merger under Delaware Law. For purposes hereof, "Voting Shares" shall mean (i) the outstanding shares of Company Common Stock and (ii) the outstanding share of Series B Preferred Stock (with the number of Voting Shares attributable to the share of Series B Preferred Stock equal to the number of issued and outstanding Exchangeable Shares as of the record date of the Company Stockholders Meeting that are not owned by the Company, any of its Subsidiaries or any entity directly or indirectly controlled by or under common control with the Company). This Agreement has been duly executed and delivered by the Company and assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity.

(b) Board Approval. The Board of Directors of the Company has, by resolution duly adopted by unanimous vote at a meeting of all directors duly called and held on June 3, 2007 (i) determined that the Merger is fair to, and in the best interests of, the Company and its stockholders and declared the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) recommended that the stockholders of the Company adopt this Agreement in accordance with Delaware Law and directed that such matter be submitted to the Companys stockholders at the Company Stockholders Meeting. As of the date hereof, the Board of Directors of the Company has not rescinded or modified in any way the foregoing resolutions.

(c) No Conflict. The execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Company Charter Documents, (ii) conflict with or violate any provision of any certificates of incorporation and bylaws, or like organizational documents, of any Subsidiary of the Company, (iii) subject to obtaining the approval of the Company Voting Proposal by the Companys stockholders as contemplated in Section 5.2(a) and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any Legal Requirements applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets (whether tangible or intangible) is bound, (iv) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair the Companys or any Subsidiarys rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or trigger or accelerate any payment under (excluding vesting accelerations of any Company Option that is not an Assumed Option), any Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or any of their respective assets or properties are bound or affected, or (v) result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries except in each case of (i) through (v) for such conflicts, violations, breaches, defaults, impairments, alterations, rights of termination, amendment, acceleration or cancellation, or creation of Liens which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company.

(d) Government Consents. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality or any quasi-governmental or private body performing any regulatory, taxing, importing or other governmental or quasi-governmental function (a "Governmental Entity") is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement by the Company or the consummation of the Merger by the Company and other transactions contemplated hereby, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate related documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) the filing and effectiveness of the Joint Proxy Statement/Prospectus with the United States Securities and Exchange Commission (the "SEC") in accordance with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, (iii) the filing of the Notification and Report Forms with the United States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice ("DOJ") required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act") and the expiration or termination of the applicable waiting period under the HSR Act, and such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under the merger control regulations of any jurisdiction other than the United States of America, which includes those identified in Section 2.3(d) of the Company Disclosure Letter, (iv) such other filings and notifications as may be required to be made by the Company under state securities laws or the rules and regulations of the New York Stock Exchange, and (v) such other consents, waivers, approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or made would not, individually or in the aggregate, reasonably be expected either to have a Material Adverse Effect on the Company or materially affect the ability of the Company to consummate the Merger.

2.4 SEC Filings; Financial Statements; Internal Controls.

(a) SEC Filings.

(i) The Company has filed all registration statements, prospectuses, proxy statements, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since August 27, 2004. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as each of the foregoing have been amended since the time of their filing (including those that the Company may file subsequent to the date hereof) are referred to herein as the "Company SEC Reports." As of their respective dates, the Company SEC Reports (A) were prepared in accordance with, and complied and in all material respects with, the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and, in each case, the rules and regulations promulgated thereunder applicable to such Company SEC Reports and (B) did not at the time they were filed (and in the case of registration statements, as of their respective effective dates) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in the case of each of the preceding clauses (A) and (B) to the extent corrected: (1) in the case of Company SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Company SEC Report; and (2) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Company SEC Report. As of the date hereof, none of the Company SEC Reports is the subject of outstanding SEC comments or, to the Companys Knowledge, ongoing SEC review.

(ii) The Company has Made Available to Parent true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2006, including all SEC comment letters, and responses to such comment letters by or on behalf of the Company.

(iii) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 with respect to the Company SEC Reports. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Sarbanes-Oxley Act of 2002.

(iv) None of the Companys Subsidiaries is required to file any forms, reports or other documents with the SEC.

(b) Financial Statements. Each of the consolidated financial statements (including, in each case, any accompanying notes thereto) contained in the Company SEC Reports, including the consolidated statement of operations, consolidated statement of cash flows and consolidated balance sheet for the year ended, and as of, August 25, 2006 (the "Company Financials"): (i) complied, and in the case of consolidated financial statements to be contained in Company SEC Reports filed after the date hereof, will comply, as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared, and in the case of consolidated financial statements to be contained in Company SEC Reports filed after the date hereof, will be prepared, in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the rules of the SEC, and except that the unaudited financial statements are subject to normal and recurring year-end adjustments) and (iii) fairly presented, and in the case of consolidated financial statements to be contained in Company SEC Reports filed after the date hereof, will fairly present, in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of the Companys operations and cash flows for the periods indicated (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). The consolidated balance sheet of the Company and its subsidiaries as of March 2, 2007, contained in the Company SEC Reports is hereinafter referred to as the "Company Balance Sheet." Except as reflected or reserved against in the Company Balance Sheet, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except for (i) liabilities incurred since the date of the Company Balance Sheet in the ordinary course of business consistent with past practice, (ii) liabilities incurred in connection with or expressly permitted by the terms of this Agreement or the transactions contemplated hereby, and (iii) liabilities that, taken individually or together with other liabilities, have not had and would not reasonably be expected to have a Material Adverse Effect on the Company. The Company has not had any disagreement with KPMG LLP, its independent public accountants, regarding material accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. The books and records of the Company and each Subsidiary have been, and are being, maintained in accordance with applicable legal and accounting requirements and the Company Financials are consistent with such books and records. Neither the Company nor any of its Subsidiaries is a party to, nor has any commitment to become a party to, any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K of the SEC).

(c) Internal Controls. The Company has established and maintains a system of internal controls over financial reporting required by Rules 13a-15(f) or 15d-15(f) under the Exchange Act designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its consolidated financial statements in accordance with GAAP and including those policies and procedures that: (i) require the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the Board of Directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries that could have a material effect on the Companys financial statements. There are no "material weaknesses" (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Companys internal controls, and there is no series of multiple "significant deficiencies" (as defined by the Public Company Accounting Oversight Board) that collectively represent a "material weakness" in the design or operation of the Companys internal controls. Since August 25, 2006, neither the Company nor any of its Subsidiaries (including any current Company Employee/Service Provider thereof) nor, to the Companys Knowledge, the Companys independent auditors have identified or been made aware of (A) any significant deficiency or material weakness in the system of internal controls utilized by the Company and its Subsidiaries, (B) any fraud, whether or not material, that involves the Companys management or other employees who have a role in the preparation of financial statements or the internal controls utilized by the Company and its Subsidiaries, or (C) any material claim or allegation regarding any of the foregoing.

(d) Disclosure Controls. The Company has established and maintains disclosure controls and procedures required by Rules 13a-15(e) or 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and is accumulated and communicated to the Companys management to allow timely decisions regarding required disclosure.

(e) Other Controls and Procedures. The Company has established and maintains a system of controls and procedures sufficient to (i) provide reasonable assurance that any significant deficiencies or material weaknesses in the design or operation of internal controls which are reasonably likely to materially and adversely affect the ability to record, process, summarize and report financial information, and any fraud that is detected by the Company, whether or not material, that involves the Companys management or other employees who have a role in the preparation of financial statements or the internal controls utilized by the Company and its Subsidiaries, are adequately and promptly disclosed to the Companys independent auditors and the audit committee of the Companys Board of Directors and (ii) provide reasonable assurance that access to assets is permitted only in accordance with managements general or specific authorization.

2.5 Absence of Certain Changes or Events. Since the date of the Company Balance Sheet through the date of this Agreement, the business of the Company and its Subsidiaries has been conducted in the ordinary course consistent with past practices and there has not been, accrued or arisen:

(a) any event, change or development that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; or

(b) any action taken by the Company or event, change or development that would have required the consent of Parent pursuant to Section 4.1(b) had such action, event, change or development occurred after the date of this Agreement.

2.6 Taxes.

(a) Definitions. "Tax" (and, with correlative meaning, "Taxes" and "Taxable") means (i) all foreign, federal, state and local, income, profits, franchise, gross receipts, payroll, transfer, sales, employment, use, property, excise, value added, ad valorem, estimated, stamp, alternative or add-on minimum, recapture, withholding and any other taxes, together with all interest, penalties and additions imposed on or with respect to such amounts and (ii) any liability for payment of any amounts of the type described in clause (i) as a result of being a member of an affiliated, consolidated, combined or unitary group. "Tax Authority" means the IRS and any other domestic or foreign governmental authority responsible for the administration of any Taxes. "Tax Return" means any return, declaration, report, claim for refund, or information return or statement filed or required to be filed with any Tax Authority in connection with the determination, assessment, collection or imposition of any Taxes. "Audit" means any audit, assessment, examination, written claim, or other written inquiry relating to Taxes by any Tax Authority or any judicial or administrative proceeding relating to Taxes.

(b) Tax Returns and Audits.

(i) All material Tax Returns required to be filed by or with respect to the Company and each of its Subsidiaries have been timely filed (taking into account any extension of time in which to file) and in the manner prescribed by law in all material respects. All such Tax Returns are in all material respects true, correct and complete, and all Taxes owed by the Company and its Subsidiaries, whether or not shown on any Tax Return (including all withholding and payroll Taxes), have been paid, except for those Taxes that have not had and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. None of the Company or any of its Subsidiaries has received notice of any claim by any Tax Authority in any jurisdiction other than in which it has filed Tax Returns that the Company or any of its Subsidiaries are or may be subject to taxation by that jurisdiction.

(ii) No adjustment relating to any Tax Return of the Company or any of its Subsidiaries by any Tax Authority has been proposed formally or informally by any Tax Authority to the Company or any of its Subsidiaries.

(iii) There are no Liens or other encumbrances with respect to Taxes upon any of the assets or properties of the Company or any of its Subsidiaries, other than with respect to Taxes not yet due and payable.

(iv) No Audit is currently pending with respect to any Tax Return of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any communication from any Tax Authority that an Audit is forthcoming. Neither the Company nor any of its Subsidiaries has been delinquent in the payment of any Tax, and there is no deficiency for any Taxes that is outstanding, assessed or proposed against the Company or any of its Subsidiaries, which deficiency has not been paid in full when due and payable or which has not been adequately reserved for in the Company Financials, except for delinquencies and deficiencies that, individually or in the aggregate, have not and are not reasonably expected to have a Material Adverse Effect on the Company.

(v) There are no outstanding written agreements or waivers extending the statutory period of limitation applicable to any claim for, or the period for the collection or assessment of, Taxes due from or with respect to the Company or any of its Subsidiaries for any taxable period. No power of attorney granted by or with respect to the Company or any of its Subsidiaries relating to Taxes is currently in force, and no extension of time for filing any Tax Return required to be filed by or on behalf of the Company or any of its Subsidiaries is in force. The Company has delivered or made available to Parent complete and correct copies of all foreign, federal and state income Tax Returns, audit reports and statements of deficiencies for the Company and each of its Subsidiaries filed by or issued to or with respect to the Company and each of its Subsidiaries for all periods which have been requested by Parent.

(vi) Neither the Company nor any of its Subsidiaries is a party to or bound by, or has any obligation under, any Tax sharing agreement or similar contract or arrangement. Neither the Company nor any of its Subsidiaries has been a member of an affiliated group filing a consolidated, combined, or unitary income Tax Return (other than a group the common parent of which was the Company). Neither the Company nor any of its Subsidiaries has any material liability for the Taxes of any person (other than the Company and such Subsidiary) under Treasury Regulation 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise.

(vii) Neither the Company nor any of its Subsidiaries has agreed to, or is required to, make any adjustments under Section 481(a) or Section 263A of the Code or any comparable provision under state or foreign Tax laws by reason of a change in accounting method or otherwise that would be effective for any period after the Closing Date.

(viii) Neither the Company nor any of its Subsidiaries has constituted either a "distributing corporation" or a "controlled corporation" in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement or in a distribution which could otherwise constitute part of a "plan" or "series of related transaction" (within the meaning of Section 355(e) of the Code) in conjunction with the Merger.

(ix) The Company and its Subsidiaries have not "participated" in a "listed transaction" (as defined in Section 1.6011-4 of the United States Treasury Regulations promulgated under the Code).

(x) The Company and each of its Subsidiaries is not, and during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code has not been, a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

(xi) None of Companys nor any of its Subsidiaries assets are tax exempt use property within the meaning of Section 168(h) of the Code.

(xii) The Company has adequately disclosed on its Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code.

(xiii) The Company is not aware of any fact or circumstance that (i) would prevent the Merger from qualifying as a "reorganization" under Section 368(a) of the Code or (ii) cause Parent to be treated as other than a corporation pursuant to Section 367(a) of the Code for purposes of the Merger.

2.7 Properties.

(a) Title to Property and Assets. The Company and each of its Subsidiaries have good and valid title to, or a valid leasehold interest in, all the properties and assets which it purports to own or lease (real, tangible, personal and mixed), including all the properties and assets reflected in the Company Balance Sheet (except for property sold since the date of the Company Balance Sheet in the ordinary course of business consistent with past practice), except where any failure to have good and valid title, or a valid leasehold interest, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. All properties and assets reflected in the Company Balance Sheet are free and clear of all Liens, except for Liens securing liabilities reflected on the Company Balance Sheet, Liens for current taxes not yet due and other Liens that do not, individually or in the aggregate, materially impair the use of the property or assets subject thereto.

(b) Leases. All real property leases, subleases, licenses or other occupancy agreements to which the Company or any of its Subsidiaries is a party (collectively, the "Company Real Property Leases" and the real property subject to such Company Real Property Leases, the "Company Leased Real Property") are in full force and effect, except where the failure of such Company Real Property Leases to be in full force and effect, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on the Company. There is no default by the Company or any of its Subsidiaries under any of the Company Real Property Leases, or, to the knowledge of the Company, defaults by any other party thereto, except such defaults as have been waived in writing or cured or such defaults that, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on the Company.

(c) Condition of Property and Assets. The Company Leased Real Property and the physical assets of the Company and the Subsidiaries are in good condition and repair and regularly maintained in accordance with standard industry practice, except where any failure to keep such Company Leased Real Property or physical assets in good condition and repair and regularly maintained, individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on the Company. To the Companys Knowledge, the Company Leased Real Property is in compliance with all applicable Legal Requirements, except for any non-compliance that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other material costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 "Accounting for Asset Retirement Obligations," upon the expiration or earlier termination of any leases or other occupancy agreements for the Company Leased Real Property.

2.8 Intellectual Property.