Exhibit
10.55


 


April 29, 2003


 


 


 


Mr. Bert Notini


36 Andover Country Club Lane


Andover, MA 01810


 


Dear Bert:


 


The following confirms the recent changes to the terms of your
employment with Manufacturers’ Services Ltd. (“the Company”):


 


Your position is Executive Vice President and Chief Financial Officer.
Your place of work is our Concord, Massachusetts Corporate Headquarters. You
report directly to me in my capacity as the Chairman, President and Chief
Executive Officer of the Company.


 


Within 30 days of the date hereof, the Nominating and Corporate
Governance Committee of Board of Directors shall nominate you to the Board to
serve as a Director of the Company.


 


Your compensation consists of the following:


 


•                  Base Salary is hereby increased effective
January 1, 2003 to the bi-weekly rate of $15,384.62 ($400,000.00 per annum)
payable in accordance with the Company’s payroll practices and procedures.  On the first pay date following your
execution and delivery of this letter agreement, you will receive a one-time
payment equal to the difference between your base salary as set forth above and
your base salary as set forth in your employment letter dated January 31, 2002
for the period commencing January 1, 2003 and ending on the date you execute
and deliver this letter agreement to me. 
It is our compensation practice to review your base salary annually.


 


•                  You will receive a one-time lump sum
payment in the amount of $400,000.00 (“the Additional Payment”), payable no
later than January 31, 2004.  In the
event that your employment is terminated before December 31, 2003 (i) by you
for Good Reason, (ii) by death, or (iii) by the Company without Cause, the
Additional Payment will become due and payable immediately, and shall be paid
to you or your estate in a lump sum no later than 30 days after the date your
employment is terminated.


 


In the event that your employment is terminated before
December 31, 2003 (i) by the Company for Cause, (ii) by you voluntarily without
Good Reason, or (iii) as a result of a Change in Control of the Company (as
specified in and subject to the provisions of the Change in Control Agreement
between you and the Company dated October 19, 2000), you will be paid within
ten (10) days of such termination the pro-rata portion of the Additional Payment
calculated from January 1, 2003 up to the date of the termination of your
employment at the rate of $7,692.30 per week.


 

















 


•                  Your target incentive bonus is 90% of
your Base Salary, under the Company’s 2003 Cash Incentive Bonus Plan (“2003
Plan”). The amount of bonus you earn will be based on the Company achieving or
exceeding specified financial or other targets.  All cash incentive compensation is paid annually.  Notwithstanding any provision of the 2003
Cash Incentive Bonus Plan, the amount of Additional Payment will not be
included in calculating the Company’s financial targets under the 2003
plan.  This plan may be changed from
year to year.  You will also be eligible
to earn a Super Achievement bonus if the Company exceeds established
targets.  This plan may be changed from
year to year.


 


•                  You accrue vacation at a rate of 4 weeks
per year in accordance with the Company’s vacation policy.


 


•                  You have been granted an option to
purchase 200,000 shares of the Company’s stock pursuant to the Company’s
Non-Qualified Stock Option Plan. The option price is $5.15. This stock option
was approved by the Compensation Committee on February 26, 2003.


 


In addition to the compensation set forth above, you
currently receive health and life insurance and other employee benefits in
accordance with the terms and conditions of the Company’s respective Company
benefit plans and policies in force and effect, which may be changed, expanded
or diminished from time to time during the course of your employment by the
Company.  The Company will also continue
to pay the premium on your $1 million term life insurance policy as long as you
remain employed at the Company.  This is
in addition to the $250,000 life insurance offered as part of the Company’s
basic employee benefit program.


 


Your employment is
on an at-will basis, and either you or the Company may terminate your
employment, at any time, with or without “Cause” (as defined herein).  If your employment is terminated (i) by the
Company (and for this purpose the Company includes any successor in interest)
other than for Cause, (ii) due to death, or (iii) by you with Good Reason, you
will be entitled to salary continuation payments during the 12-month period
following termination and we will also pay your entire COBRA costs during such
12-month period. The total of all salary continuation payments excluding COBRA,
which shall be payable in 26 equal installments in accordance with the
Company’s payroll practices and procedures, shall be an amount equal to the sum
of (i) your Base Salary for the fiscal year in which your employment is
terminated, plus (ii) your on target bonus compensation for the then current
fiscal year provided that the total payment shall not be more than two (2)
times your base salary for the year in which your employment is
terminated.  Salary continuation
payments shall terminate upon your breach of the Confidentiality
Agreement.  In further consideration for
the salary continuation payments, you will sign and deliver to the Company a
general release reasonably satisfactory to the Company. In the event that you
become eligible for and elect to receive Severance Payments and health
insurance benefits pursuant to the Change in Control Agreement (as Severance
Payments are defined in Section 6 therein), then such Severance Payments and
health insurance benefits shall be in lieu of any salary continuation payments
or COBRA costs to be paid to you as specified in this paragraph.


 


For purposes of
this letter:


 


(a)           “Cause” means (i) your willful and
continued failure substantially to perform your duties (other than (x) as a
result of total or partial incapacity due to physical or mental illness, or (y)
for Good Reason), (ii) your dishonesty in the performance of your duties, (iii)
your breach of the Confidentiality


 

















 


Agreement or (iv) your
conviction of, or the entry of a plea of guilty by you to, a felony involving
your personal conduct under the laws of the United States or any state thereof
or conviction of, or the entry of a plea of guilty to, a crime involving your
personal conduct in any other jurisdiction which crime would constitute a
felony under the laws of the United States or any state thereof if such crime
had been committed within the jurisdiction of the United States or any state
thereof.


 


(b)           “Good Reason” means:


 


(i)            you
are removed from your position of Executive Vice President and Chief Financial
Officer for any reason other than for Cause;


 


(ii)           you
are not appointed to the Board of Directors of the Company within 30 days of
the date of this letter;


 


(ii)           you
are assigned duties, responsibilities or place of work that are inconsistent,
in a material respect, with the scope of duties and responsibilities or place
of work associated with your position as set forth in the second sentence of
this letter, or you are required to report directly to any person other than me
in my capacity as Chairman and Chief Executive Officer of the Company;


 


(iii)          breach
by the Company of any of its material employment obligations to you; or


 


(iv)          your
Base Salary or the percentage of your Base Salary used to calculate your
Incentive Bonus is reduced other than for reasons of your performance after
written notice and a reasonable opportunity to cure.


 


Your employment will be subject to, and the terms of this letter will be
interpreted in accordance with, the laws of the Commonwealth of Massachusetts
without regard to its conflict of laws rules.


 


The foregoing terms and conditions supersede any prior discussions
related to your employment by the Company. 
Provided, however, that this letter in no way limits your rights under
your Change in Control Agreement with the Company dated October 19, 2000.  Please acknowledge your acceptance of these
terms and conditions by signing, dating and returning the enclosed duplicate
original of this offer letter to me.


 


	
  Sincerely,

  
	
   

  
	
   

  
	
   

  
	
  Robert C. Bradshaw

  
	
  Chairman, President and CEO

  
	
   

  
	
   

  
	
  Accepted and Agreed:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Albert A. Notini

  	
  Date

  
	
   

  
	
  cc:

  	
  Dewayne E. Rideout, Senior Vice President, Human
  Resources