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                                                                    Exhibit 10.1

                                HADCO CORPORATION
              EXECUTIVE INCENTIVE COMPENSATION DEFERRED BONUS PLAN
                    AS AMENDED AND RESTATED DECEMBER 9, 1999


         This Executive Incentive Compensation Deferred Bonus Plan (the "Plan")
is established by HADCO Corporation to provide incentive to key executives who
contribute to the profits of the corporation by their ability, industry, loyalty
or exceptional service, through making them participants in its success.

         SECTION 1: ELIGIBILITY TO PARTICIPATE. Participants in this Plan shall
be active employees of HADCO Corporation (the "Corporation") or its subsidiaries
or affiliates who are employed in an executive or managerial capacity and who
are designated to receive incentive compensation awards under the Corporation's
executive incentive compensation program, as determined by the Compensation
Committee of the Board of Directors of the Corporation (the "Committee").

         SECTION 2: DETERMINATION AND PARTIAL DEFERRAL OF INCENTIVE
COMPENSATION. The Committee shall determine for each fiscal year of the
Corporation the amount of incentive compensation to be awarded to each of the
Corporation's designated key executives, in accordance with criteria established
by the Committee and approved by the Board of Directors as part of the
Corporation's executive incentive compensation program.

         Payment of sixty percent (60%) of the amount of incentive compensation
awarded to each designated key executive for each year shall be made in a lump
sum in cash (subject to applicable tax withholdings and deductions) as soon as
practicable after the date the award is declared. Payment of the remaining forty
percent (40%) of such incentive compensation award (referred to herein as the
"deferred bonus amount") shall be made (a) in the case of awards made through
calendar year 1997, in cash (subject to applicable tax withholdings and
deductions) in three equal installments over a period of three years commencing
on the one year anniversary date of the award, subject to and in accordance with
the provisions of this Plan, and (b) in the case of awards made in calendar year
1998 or thereafter, in shares of restricted stock (as further described in
Section 6 hereof) of the Corporation valued in accordance with and subject to
all the terms and conditions of the Hadco Corporation 1998 Stock Plan, as
Amended and Restated March 3, 1999 and as amended from time to time (the "1998
Plan").

         SECTION 3: NOTIFICATION AND DESIGNATION OF BENEFICIARIES. Each
designated key executive who is awarded incentive compensation under HADCO
Corporation's executive incentive compensation program for any year shall be
notified by the Corporation of such award and of his participation in this Plan
for such year. Each participant shall file with the Corporation a written
designation of beneficiary or beneficiaries to receive any amounts payable with
respect to the participant in the event of his death, which designation may be
changed from time to time by the filing of a written designation naming a new
beneficiary or beneficiaries. If a participant
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dies without designating a beneficiary, or if the designated beneficiary is not
then in existence, any amounts payable with respect to the participant shall be
paid to the participant's estate.

         SECTION 4: ACCOUNTS FOR DEFERRED BONUSES TO BE PAID IN CASH.

         4.1 For all deferred bonuses which are to be paid to the participant in
cash, as provided in Section 2 hereof, the Corporation shall maintain an account
(the "Cash Account") for each participant in this Plan, which shall be credited
with the participant's cash deferred bonus amount and the amount of any deemed
interest pursuant to subsection 4.2 and debited for any distributions to the
participant pursuant to Section 5. No money shall actually be allocated to any
account, as such accounts shall be of a memorandum nature maintained by the
Corporation for accounting purposes and shall not be representative of any
identifiable assets.

         4.2 The undistributed portion of each Cash Account shall be deemed to
earn interest in arrears annually at in interest rate one point above the prime
rate as published in the Wall Street Journal for the last business day of the
previous fiscal year. Interest shall be determined from the last day of the
fiscal year for which the incentive compensation award was made to the close of
the next fiscal year of the Corporation or, if earlier, to the close of the
fiscal year immediately preceding the date of distribution of all or part of a
participant's Cash Account (except as provided in subsection 5.3 in the event of
a distribution on account of involuntary termination of employment or retirement
or in the event of distribution in connection with a Change of Control as
provided in subsection 5.4 hereof). Interest shall be credited to each
participant's Cash Account annually.

         4.3 The Corporation shall furnish to each participant a statement of
amounts credited to or debited from his Cash Account during each fiscal year,
within ninety (90) days after the end of the calendar year in which such fiscal
year ends.

         SECTION 5: DISTRIBUTIONS FROM CASH ACCOUNTS.

         5.1 Each installment of a cash deferred bonus amount to be paid to a
participant shall be made on or about the anniversary date of the original
declaration of the award, commencing on the first such anniversary; provided,
however, that the participant remains employed by the Corporation or any
subsidiary or affiliate as of the date payment is due. Each installment payment
shall include interest on that portion of the bonus to be then distributed,
calculated in accordance with subsection 4.2.

         5.2 If a participant voluntarily terminates his employment with the
Corporation without the prior consent of the chief executive officer of the
Corporation, other than by reason of his retirement at or after the normal
retirement date as described in the HADCO Corporation Retirement Plan or if a
participant's employment is terminated by the Corporation for cause as defined
herein, he shall forfeit any remaining unpaid installments of his deferred bonus
amount and all deemed interest, if any, credited to his account. If the
participant is the chief executive officer of the Corporation, such forfeiture
shall occur if he voluntarily terminates his employment with the Corporation
without the prior consent of the Board of Directors of the Corporation, other
than by reason of his retirement at or after the normal retirement date as
described in the


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HADCO Corporation Retirement Plan. For purposes of this Plan, employment shall
not be deemed terminated if the participant remains employed by the Corporation
or any subsidiary or affiliate thereof. For purposes of this Agreement, the
Corporation shall have "cause" to terminate the Executive in the event of: (a)
the willful and continued failure by the Executive to substantially perform
his/her duties, after demand for substantial performance is delivered by the
Corporation to the Executive identifying with specificity the grounds for the
Corporation's belief that the Executive has not substantially performed his/her
duties; (b) the permanent physical or mental incapacity of the Executive; (c)
the commission by the Executive of any act of fraud or embezzlement relating to
the property of the Corporation and/or the services to be provided by the
Executive; or (d) the Executive's unauthorized disclosure of proprietary
confidential information of the Corporation or the Executive's engaging in
competition with the Corporation.

         5.3 If a participant is involuntarily terminated from employment
without cause, including by reason of his death or disability or if termination
of employment of a participant is due to retirement at or after the normal
retirement date as described in the HADCO Corporation Retirement Plan, the
balance of the participant's cash deferred bonus amount plus interest determined
to the date of such involuntary termination or retirement, as the case may be,
shall be paid to the participant or his designated beneficiary or beneficiaries
as soon as practicable after the event giving rise to the termination. For
purposes hereof, the definition of "disability" as set forth in the HADCO
Corporation Retirement Plan shall apply.

         5.4 Upon any sale of all or substantially all of the assets of the
Corporation, or upon a merger, consolidation or tender offer in respect of which
the stockholders holding all of the Corporation's outstanding voting securities
immediately prior to the consummation thereof hold less than 50% of all of the
Corporation's outstanding voting securities immediately after such consummation
(each of the foregoing sale, merger, consolidation or tender offer hereinafter
called an "Acquisition"), then the date upon which the full balance of the
participant's cash deferred bonus amount under this Plan will be fully vested
and due and payable shall be automatically accelerated to occur immediately
prior to the consummation of such Acquisition.

         SECTION 6: RESTRICTED STOCK

         6.1 To the extent that the deferred bonus amount is to be paid to a
participant in restricted stock ("Restricted Stock"), as provided in Section 2
hereof, the number of shares of stock to be awarded to the participant shall be
determined by dividing the dollar equivalent of the deferred bonus amount by the
fair market value of the Corporation's common stock, as determined in accordance
with the 1998 Plan, on the day the incentive compensation award is declared. If
any fractional share of stock is calculated to be due a participant, then the
number of shares of Restricted Stock shall be rounded up to the nearest whole
share and the participant's incentive compensation award shall be deemed
adjusted accordingly.

         6.2 All Restricted Stock to be issued to a participant under this Plan
shall be issued under all the terms and conditions of the 1998 Plan.


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         6.3 If, for any reason, including without limitation restrictions
imposed by the securities laws or any stock exchange, the Corporation deems it
impractical or imprudent, in its sole judgment, to issue shares of Restricted
Stock to a participant, then the deferred bonus amount due the participant in
Restricted Stock shall be replaced by a cash deferred bonus amount with all of
the attributes of, and the same distribution schedule as, the cash deferred
bonus amount described elsewhere in this Plan.

         SECTION 7: MISCELLANEOUS PROVISIONS RELATING TO PAYMENTS.

         7.1 No participant shall have any option or right to choose the amounts
or dates of payment of distributions payable to him under this Plan.

         7.2 All payments under this Plan shall be made from the general assets
of the Corporation and no assets shall be segregated or placed in trust for the
purpose of funding such payments. Participants under this plan shall have the
status of general unsecured creditors of the Corporation.

         7.3 No participant or beneficiary shall have the right to alienate,
anticipate, pledge, encumber or assign any of the payments which he may expect
to receive, contingently or otherwise, under this Plan, and no payments or
rights of any participant or beneficiary shall be subject to attachment,
garnishment or their legal or equitable process available to any creditor.

         7.4 The Corporation shall have the right to accelerate the payment of
any cash distribution payable under this Plan.

         7.5 The Corporation shall have the right to withhold from any
distribution under this Plan the amount of any federal, state or local
withholding taxes due with respect to such distribution, as well as the
employee's share of any payroll taxes relating thereto. Without limiting the
generality of the foregoing, the Corporation may condition the release of cash
deferred bonus amounts upon the participant's making arrangements satisfactory
to the Corporation for payment of withholding taxes due in connection with the
payment of the cash deferred bonus amount.

         SECTION 8: ADMINISTRATION OF PLAN. All determinations, decisions and
directions made or given by the Board of Directors or the Committee under or
with respect to this Plan shall be final and conclusive. The determination of
the Board of Directors or the Committee on any question concerning or involving
the interpretation and administration of this Plan shall be final and
conclusive, and nothing in the Plan shall be deemed to give any officer or
employee of the Corporation, his legal representatives or assigns, any right to
participate in the Corporation's executive incentive compensation program or
this Plan except to the extent, if any, that the Committee may have determined
or approved. The Board of Directors, in passing on the matters which it is
required to approve, may in its discretion rely upon the recommendations made by
the Committee with respect thereto.


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         SECTION 9: AMENDMENT OR TERMINATION. The Board of Directors may, from
time to time, amend, suspend, or terminate, in whole or in part, any or all of
the provisions of the Plan; provided, however, that no amendment, suspension or
termination shall reduce the right of any participant to receive distributions
of amounts awarded to him prior to the effective date of such amendment,
suspension or termination. Notice of any amendment, suspension or termination of
the Plan shall be given to each participant who is affected thereby. This Plan
may also be terminated in the event of the bankruptcy, insolvency,
reorganization or winding up of the affairs of the Corporation.

         SECTION 10: GENERAL.

         10.1 This Plan shall be governed by and interpreted under the laws of
the Commonwealth of Massachusetts.

         10.2 This Plan shall not be interpreted to constitute a contract of
employment and nothing herein shall give any participant or employee the right
to remain in the employ of the Corporation or its subsidiaries or affiliates, or
interfere with the Corporation's right to terminate his employment at any time.

         10.3 The Committee shall have the authority to interpret this Plan and
to prescribe and rescind rules and regulations relating to it. The
interpretation and construction by the Committee of any provisions of this Plan
or of any right related to an incentive compensation award granted under this
Plan shall be final unless otherwise determined by the Board of Directors of the
Corporation. No member of the Board of Directors or of the Committee shall be
liable, in respect to this Plan, for any act, whether of commission or omission,
taken by any other member or by any officer, agent or employee of the
Corporation or its subsidiaries or affiliates nor, except in circumstances
involving his own bad faith, for anything done or omitted to be done by him.

         10.4 It is intended that cash distributions under this Plan will be
taxable income to the participants in the calendar year in which they are made.
However, neither the Corporation, the Committee nor any employee, officer or
agent thereof guarantees that any particular federal, state or local tax
consequences will occur as a result of participation in this Plan and each
participant shall be responsible for the tax consequences to him of
participating in this Plan. Notwithstanding the preceding sentence, if the
Internal Revenue Service shall at any time interpret this Plan to be ineffective
with regard to the deferral of a participant's income, and that interpretation
becomes final and unappealable, then the Corporation shall distribute to the
participant from the unpaid portion of his cash deferred bonus amount an amount
equal to such income tax liability (but not more than the remaining unpaid
portion of his cash deferred bonus amount). Any remaining portion of the cash
deferred bonus amount shall continue to be subject to the remaining provisions
of this Plan.

         SECTION 11: EFFECTIVE DATE. This Plan shall be effective commencing
with incentive compensation awards made with respect to the Corporation's fiscal
year ending October 26, 1996 and shall continue for each fiscal year thereafter
until terminated as provided herein.


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         IN WITNESS WHEREOF, this Plan was adopted by the Board of Directors of
HADCO Corporation the 17th day of May 1996, and has been amended and restated
this 9th day of December, 1999.


ATTEST:                                   HADCO CORPORATION,
                                          A MASSACHUSETTS CORPORATION



/s/ James C. Hamilton                     By: /s/ Andrew E. Lietz
James C. Hamilton, Clerk                      ITS DULY AUTHORIZED PRESIDENT


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