Prepared by MerrillDirect





Exhibit
10.30


MANUFACTURERS'
SERVICES LIMITED


2000 EQUITY INCENTIVE PLAN, AS AMENDED


 


1.              DEFINED
TERMS


                    Exhibit A, which is
incorporated by reference, defines the terms used in the Plan and sets forth
certain operational rules related to those terms.


2.               GENERAL


                    The Plan has been
established to advance the interests of the Company by giving Stock-based and
other incentives to selected Employees, directors and other persons (including
both individuals and entities) who provide services to the Company or its
Affiliates.


3.               ADMINISTRATION


                    The Administrator has
discretionary authority, subject only to the express provisions of the Plan, to
interpret the Plan; determine eligibility for and grant Awards; determine,
modify or waive the terms and conditions of any Award; prescribe forms, rules
and procedures (which it may modify or waive); and otherwise do all things
necessary to carry out the purposes of the Plan.  Once an Award has been communicated in writing to a Participant,
the Administrator may not, without the Participant's consent, alter the terms
of the Award so as to affect adversely the Participant's rights under the
Award, unless the Administrator expressly reserved the right to do so.  In the case of any Award intended to be
eligible for the performance-based compensation exception under Section 162(m),
the Administrator shall exercise its discretion consistent with qualifying the
Award for such exception.


4.               LIMITS ON
AWARD UNDER THE PLAN


	 	a.	Number of Shares.  A maximum of (1) 6,004,126 shares of Stock, plus (2) any shares of Stock
  available under the Company's Existing Plan as a result of termination of
  options under the Existing Plan, plus (3) an annual increase to be added on
  the date of each annual meeting of the stockholders of the Company, beginning
  with the 2000 annual meeting of the stockholders, equal to one percent (1.0%)
  of the outstanding shares of Stock on such date or such lesser amount
  determined by the Board, may be delivered in satisfaction of Awards under the
  Plan.  The shares of Stock may be
  authorized, but unissued, or reacquired shares of Stock.  For purposes of the preceding sentence,
  the following shares shall not be considered to have been delivered under the
  Plan: (i) shares remaining under an Award that terminates without having been
  exercised in full; (ii) shares subject to an Award, where cash is delivered
  to a Participant in lieu of such shares; (iii) shares of Restricted Stock
  that have been forfeited in accordance with the terms of the applicable
  Award; and (iv) shares held back, in satisfaction of the exercise price or
  tax withholding requirements, from shares that would otherwise have been
  delivered pursuant to an Award.  The
  number of shares of Stock delivered under an Award shall be determined net of
  any previously acquired Shares tendered by the Participant in payment of the
  exercise price or of withholding taxes. 
  A maximum of 6,004,126
  shares of Stock may be issued as ISO Awards under the Plan.












	 	b.	Type of Shares.  Stock
  delivered by the Company under the Plan may be authorized but unissued Stock
  or previously issued Stock acquired by the Company and held in treasury.  No fractional shares of Stock will be
  delivered under the Plan.
	 	 	 
	 	c.	Option & SAR Limits.  The maximum number of shares of Stock for
  which Stock Options may be granted to any person in any calendar year, the
  maximum number of shares of Stock subject to SARs granted to any person in
  any calendar year and the aggregate maximum number of shares of Stock subject
  to other Awards that may be delivered to any person in any calendar year
  shall each be 1,000,000.  For purposes
  of the preceding sentence, the repricing of a Stock Option or SAR shall be
  treated as a new grant to the extent required under Section 162(m).  Subject to these limitations, each person
  eligible to participate in the Plan shall be eligible in any year to receive
  Awards covering up to the full number of shares of Stock then available for
  Awards under the Plan.
	 	 	 
	 	d.	Other Award Limits.  No more than $1,000,000 may be paid to any
  individual with respect to any Cash Performance Award.  In applying the limitation of the
  preceding sentence: (A) multiple Cash Performance Awards to the same
  individual that are determined by reference to performance periods of one
  year or less ending with or within the same fiscal year of the Company shall
  be subject in the aggregate to one limit of such amount, and (B) multiple
  Cash Performance Awards to the same individual that are determined by
  reference to one or more multi-year performance periods ending in the same
  fiscal year of the Company shall be subject in the aggregate to a separate
  limit of such amount.  With respect to
  any Performance Award other than a Cash Performance Award or a Stock Option
  or SAR, the maximum Award opportunity shall be 1,000,000 shares of Stock or
  their equivalent value in cash, subject to the limitations of Section 4.c.




5.               ELIGIBILITY
AND PARTICIPATION


                    The Administrator will
select Participants from among those key Employees, directors and other
individuals or entities providing services to the Company or its Affiliates
who, in the opinion of the Administrator, are in a position to make a
significant contribution to the success of the Company and its Affiliates.  Eligibility for ISOs is further limited to
those individuals whose employment status would qualify them for the tax
treatment described in Sections 421 and 422 of the Code.





6.               RULES
APPLICABLE TO AWARDS


                    a.               ALL AWARDS


                    (1)           Terms of Awards.  The Administrator shall determine the terms
of all Awards subject to the limitations provided herein.  In the case of an ISO, the term shall be ten
(10) years from the date of grant or such shorter term as may be provided in
the Award.  Moreover, in the case of an
ISO granted to a Participant who, at the time the ISO is granted, owns stock
representing more than ten percent (10%) of the total combined voting power of
all classes of capital stock of the Company or any Parent or Subsidiary, the
term of the ISO shall be five (5) years from the date of grant or such shorter
term as may be provided in the Award.


                    (2)            Performance Criteria.  Where rights under an Award depend in
whole or in part on satisfaction of Performance Criteria, actions by the
Company that have an effect, however material, on such Performance Criteria or
on the likelihood that they will be satisfied will not be deemed an amendment
or alteration of the Award.


                    (3)            Alternative Settlement.  The Company may at any time extinguish
rights under an Award in exchange for payment in cash, Stock (subject to the
limitations of Section 4) or other property on such terms as the Administrator
determines, provided the holder of the Award consents to such exchange.


                    (4)            Transferability Of Awards.  Except as the Administrator otherwise
expressly provides, Awards may not be transferred other than by will or by the
laws of descent and distribution, and during a Participant's lifetime an Award
requiring exercise may be exercised only by the Participant (or in the event of
the Participant's incapacity, the person or persons legally appointed to act on
the Participant's behalf).


                    (5)            Vesting,
Etc.  Without limiting
the generality of Section 3, the Administrator may determine the time or times
at which an Award will vest (i.e., become free of forfeiture
restrictions) or become exercisable and the terms on which an Award requiring
exercise will remain exercisable. 
Unless the Administrator expressly provides otherwise, immediately upon
the cessation of the Participant's employment or other service relationship
with the Company and its Affiliates an Award requiring exercise will cease to
be exercisable and all Awards to the extent not already fully vested will be
forfeited, except that:






	 	(A)	all Stock Options and SARs held by a Participant
  immediately prior to his or her death or Disability , to the extent then
  exercisable, will remain exercisable by such Participant's executor,
  administrator or representative or the person or persons to whom the Stock
  Option or SAR is transferred by will or the applicable laws of descent and
  distribution, and to the extent not then exercisable will vest and become
  exercisable upon such Participant's death or Disability by such Participant's
  executor, administrator or representative or the person or persons to whom
  the Stock Option or SAR is transferred by will or the applicable laws of
  descent and distribution, in each case for the lesser of (i) a one year
  period ending with the first anniversary of the Participant's death or
  Disability or (ii) the period ending on the latest date on which such Stock
  Option or SAR could have been exercised without regard to this Section
  6.a.(5) and shall thereupon terminate;






 



	 	(B)	all Stock Options and SARs held by the Participant
  immediately prior to the cessation of the Participant's employment or other
  service relationship for reasons other than death or Disability and except as
  provided in (C) below, to the extent then exercisable, will remain
  exercisable for the lesser of (i) a period of three months or (ii) the period
  ending on the latest date on which such Stock Option or SAR could have been
  exercised without regard to this Section 6.a.(5), and shall thereupon
  terminate; and
	 	 	 
	 	(C)	all Stock Options and SARs held by the Participant
  whose cessation of employment or other service relationship is determined by
  the Administrator in its sole discretion to result from the breach by the
  Participant of any Non-Compete Agreement or non-compete provision contained
  in any Employment Agreement shall immediately terminate upon such cessation.






Unless the Administrator expressly provides
otherwise, a Participant's "employment or other service relationship with
the Company and its Affiliates" will be deemed to have ceased, in the case
of an employee Participant, upon termination of the Participant's employment
with the Company and its Affiliates (whether or not the Participant continues
in the service of the Company or its Affiliates in some capacity other than
that of an employee of the Company or its Affiliates), and in the case of any
other Participant, when the service relationship in respect of which the Award
was granted terminates (whether or not the Participant continues in the service
of the Company or its Affiliates in some other capacity).



                    (6)            Taxes. 
The Administrator will make such provision for the withholding of
taxes as it deems necessary.  The
Administrator may, but need not, hold back shares of Stock from an Award or
permit a Participant to tender previously owned shares of Stock in satisfaction
of tax withholding requirements, but not in excess of the minimum tax withholding
rates applicable to the employee.


(7)            Dividend
Equivalents, Etc.  The
Administrator may provide for the payment of amounts in lieu of cash dividends
or other cash distributions with respect to Stock subject to an Award.


(8)            Rights
Limited.  Nothing in the
Plan shall be construed as giving any person the right to continued employment
or service with the Company or its Affiliates, or any rights as a shareholder
except as to shares of Stock actually issued under the Plan.  The loss of existing or potential profit in
Awards will not constitute an element of damages in the event of termination of
employment or service for any reason, even if the termination is in violation
of an obligation of the Company or Affiliate to the Participant.


(9)            Section
162(m).  In the case of
an Award intended to be eligible for the performance-based compensation
exception under Section 162(m), the Plan and such Award shall be construed to
the maximum extent permitted by law in a manner consistent with qualifying the
Award for such exception.







                    b.               AWARDS REQUIRING EXERCISE


                    (1)            Time And Manner Of Exercise. Unless the
Administrator expressly provides otherwise, (a) an Award requiring exercise by
the holder will not be deemed to have been exercised until the Administrator
receives a written notice of exercise (in form acceptable to the Administrator)
signed by the appropriate person and accompanied by any payment required under
the Award; and (b) if the Award is exercised by any person other than the
Participant, the Administrator may require satisfactory evidence that the
person exercising the Award has the right to do so.


                    (2)            Exercise Price.  The Administrator shall determine the exercise price of each
Stock Option provided that each Stock Option intended to qualify for the performance-based
exception under Section 162(m) of the Code and each ISO must have an exercise
price that is not less than the fair market value of the Stock subject to the
Stock Option, determined as of the date of grant.  An ISO granted to an Employee described in Section 422(b)(6) of
the Code must have an exercise price that is not less than 110% of such fair
market value.


                    (3)            Payment Of Exercise Price, If Any.  Where the exercise of an Award is to be
accompanied by payment: (a) all payments will be by cash or check acceptable to
the Administrator, or, if so permitted by the Administrator (with the consent
of the optionee of an ISO if permitted after the grant), (i) through the
delivery of shares of Stock which have been outstanding for at least six months
(unless the Administrator approves a shorter period) and which have a fair
market value equal to the exercise price, (ii) by delivery of a promissory note
of the person exercising the Award to the Company, payable on such terms as are
specified by the Administrator, (iii) by delivery of an unconditional and
irrevocable undertaking by a broker to deliver promptly to the Company
sufficient funds to pay the exercise price, or (iv) by any combination of the
foregoing permissible forms of payment; and (b) where shares of Stock issued
under an Award are part of an original issue of shares, the Award shall require
an exercise price equal to at least the par value of such shares.


                    (4)            ISOs. 
No ISO may be granted under the Plan after May 15, 2010, but ISOs
previously granted may extend beyond that date.


                    c.               AWARDS NOT REQUIRING EXERCISE


                    Awards of Restricted Stock
and Unrestricted Stock may be made in return for either (i) services determined
by the Administrator to have a value not less than the par value of the Awarded
shares of Stock, or (ii) cash or other property having a value not less than
the par value of the Awarded shares of Stock payable in such combination and
type of cash, other property (of any kind) or services as the Administrator may
determine.





7.               EFFECT OF
CERTAIN TRANSACTIONS


                    a.               MERGERS, ETC.


                    In the event of a Covered
Transaction, all outstanding Awards shall vest and if relevant become
exercisable and all deferrals, other than deferrals of amounts that are neither
measured by reference to nor payable in shares of Stock, shall be accelerated,
immediately prior to the Covered Transaction and upon consummation of such
Covered Transaction all Awards then outstanding and requiring exercise shall be
forfeited unless assumed by an acquiring or surviving entity or its affiliate
as provided in the following sentence. 
In the event of a Covered Transaction, unless otherwise determined by
the Administrator, all Awards that are payable in shares of Stock and that have
not been exercised, exchanged or converted, as applicable, shall be converted
into and represent the right to receive the consideration to be paid in such
Covered Transaction for each share of Stock into which such Award is
exercisable, exchangeable or convertible, less the applicable exercise price or
purchase price for such Award.  In
connection with any Covered Transaction in which there is an acquiring or
surviving entity, the Administrator may provide for substitute or replacement
Awards from, or the assumption of Awards by, the acquiring or surviving entity
or its affiliates, any such substitution, replacement or assumption to be on
such terms as the Administrator determines, provided that no such replacement
or substitution shall diminish in any way the acceleration of Awards provided
for in this section.


                    b.              CHANGES IN AND DISTRIBUTIONS WITH RESPECT TO THE STOCK


                    (1)            Basic Adjustment Provisions.  In the event of a stock dividend, stock
split or combination of shares, recapitalization or other change in the
Company's capital structure after January 1, 2000, the Administrator will make
appropriate adjustments to the maximum number of shares that may be delivered
under the Plan under Section 4.a., and will also make appropriate adjustments
to the number and kind of shares of stock or securities subject to Awards then
outstanding or subsequently granted, any exercise prices relating to Awards and
any other provision of Awards affected by such change.


                    (2)            Certain Other Adjustments.  The Administrator may also make
adjustments of the type described in paragraph (1) above to take into account
distributions to common stockholders other than those provided for in Section
7.a. and 7.b.(1), or any other event, if the Administrator determines that
adjustments are appropriate to avoid distortion in the operation of the Plan
and to preserve the value of Awards made hereunder; provided, that no such
adjustment shall be made to the maximum share limits described in Section 4.c.
or 4.d., or otherwise to an Award intended to be eligible for the
performance-based exception under Section 162(m), except to the extent
consistent with that exception, nor shall any change be made to ISOs except to
the extent consistent with their continued qualification under Section 422 of
the Code.


                    (3)            Continuing Application of Plan Terms. References
in the Plan to shares of Stock shall be construed to include any stock or
securities resulting from an adjustment pursuant to Section 7.b.(1) or 7.b.(2)
above.





8.               LEGAL
CONDITIONS ON DELIVERY OF STOCK


                    The Company will not be
obligated to deliver any shares of Stock pursuant to the Plan or to remove any
restriction from shares of Stock previously delivered under the Plan until the
Company's counsel has approved all legal matters in connection with the
issuance and delivery of such shares; if the outstanding Stock is at the time
of delivery listed on any stock exchange or national market system, the shares
to be delivered have been listed or authorized to be listed on such exchange or
system upon official notice of issuance; and all conditions of the Award have
been satisfied or waived.  If the sale
of Stock has not been registered under the Securities Act of 1933, as amended,
the Company may require, as a condition to exercise of the Award, such representations
or agreements as counsel for the Company may consider appropriate to avoid
violation of such Act.  The Company may
require that certificates evidencing Stock issued under the Plan bear an
appropriate legend reflecting any restriction on transfer applicable to such
Stock.


9.               AMENDMENT AND
TERMINATION


                    Subject to the last sentence
of Section 3, the Administrator may at any time or times amend the Plan or any
outstanding Award for any purpose which may at the time be permitted by law, or
may at any time terminate the Plan as to any further grants of Awards; provided, that
(except to the extent expressly required or permitted by the Plan) no such
amendment will, without the approval of the stockholders of the Company,
effectuate a change for which stockholder approval is required in order for the
Plan to continue to qualify under Section 422 of the Code and for Awards to be
eligible for the performance-based exception under Section 162(m).


10.           NON-LIMITATION
OF THE COMPANY'S RIGHTS


                    The existence of the Plan or
the grant of any Award shall not in any way affect the Company's right to Award
a person bonuses or other compensation in addition to Awards under the Plan.


11. GOVERNING LAW


                    The Plan shall be construed
in accordance with the laws of the Commonwealth of Massachusetts.





EXHIBIT A


Definition
of Terms


                    The following terms, when
used in the Plan, shall have the meanings and be subject to the provisions set
forth below:


                    "Administrator":  The Board or, if one or more has
been appointed, the Committee.


                    "Affiliate":  Any corporation or other entity owning,
directly or indirectly, 50% or more of the outstanding Stock of the Company, or
in which the Company or any such corporation or other entity owns, directly or
indirectly, 50% of the outstanding capital stock (determined by aggregate voting
rights) or other voting interests.


                    "Award":  Any or a combination of the
following:


                    (i)
Stock Options.



                    (ii)
SARs.



                    (iii)
Restricted Stock.



                    (iv)
Unrestricted Stock.



                    (v)
Deferred Stock.



                    (vi)
Securities (other than Stock Options) that are convertible into or exchangeable
for Stock on such terms and conditions as the Administrator determines.



                    (vii)
Cash Performance Awards.



                    (viii)
Performance Awards.



                    (ix)
Grants of cash, or loans, made in connection with other Awards in order to help
defray in whole or in part the economic cost (including tax cost) of the Award
to the Participant.



                    "Board":  The Board of Directors of the
Company.


                    "Cash Performance Award":  A Performance Award payable in
cash.  The right of the Company under
Section 6.a.(3) to extinguish an Award in exchange for cash or the exercise by
the Company of such right shall not make an Award otherwise not payable in cash
a Cash Performance Award.





                    "Code":  The U.S. Internal Revenue Code of
1986 as from time to time amended and in effect, or any successor statute as
from time to time in effect.


                    "Committee":  One or more committees of the
Board which in the case of Awards granted to officers of the Company shall be
comprised solely of two or more outside directors within the meaning of Section
162(m).  Any Committee may delegate
ministerial tasks to such persons (including Employees) as it deems
appropriate.


                    "Company":  Manufacturers' Services Limited.


                    "Covered Transaction":  Any of (i) a consolidation or
merger in which the Company is not the surviving corporation or which results
in the acquisition of at least 40% of the Company's then outstanding common
stock by a single person or entity or by a group of persons and/or entities
acting in concert, (ii) a sale or transfer of all or substantially all the
Company's assets, or (iii) a dissolution or liquidation of the Company.


                    "Deferred Stock":  A promise to deliver Stock or
other securities in the future on specified terms.


                    "Disability":  As defined in any Employment Agreement or,
if there is no such Employment Agreement, or if such Employment Agreement does
not contain any such defined term, then “Disability” shall mean the physical or
mental incapacity of the Participant and consequent inability of the
Participant, for a period of six (6) consecutive months or for an aggregate of
twelve (12) months in any twenty-four (24) consecutive month period, to perform
his duties with the Company.  Any
question as to the existence of the Disability of such Participant as to which
the Participant and the Company cannot agree shall be determined in writing by
a qualified independent physician mutually acceptable to the Participant and
the Company.  If the Participant and the
Company cannot agree as to a qualified independent physician, each shall
appoint such a physician and those two physicians shall select a third who
shall make such determination in writing. 
The determination of Disability made in writing to the Company and the
Participant shall be final and conclusive for all purposes of the Plan.


                    "Employee":  Any person who is employed by the
Company or an Affiliate.


                    "Existing Plan":  The Company's Second Amended and
Restated Non-Qualified Stock Option Plan.


                    "ISO":  A Stock Option intended to be an
"incentive stock option" within the meaning of Section 422 of the
Code.  No Stock Option Awarded under the
Plan will be an ISO unless the Administrator expressly provides for ISO
treatment.


                    "Parent":  A "parent corporation,"
whether now or hereafter existing, as defined in Section 424(e) of the Code.


                    "Participant":  An Employee, director or other
person providing services to the Company or its Affiliates who is granted an
Award under the Plan.





                    "Performance Award":  An Award subject to Performance
Criteria.  The Committee in its
discretion may grant Performance Awards that are intended to qualify for the
performance-based compensation exception under Section 162(m) and Performance
Awards that are not intended so to qualify.


                    "Performance Criteria":  Specified criteria the satisfaction of which
is a condition for the exercisability, vesting or full enjoyment of an
Award.  For purposes of Performance
Awards that are intended to qualify for the performance-based compensation
exception under Section 162(m), a Performance Criterion shall mean an
objectively determinable measure of performance relating to any of the
following (determined either on a consolidated basis or, as the context
permits, on a divisional, subsidiary, line of business, project or geographical
basis or in combinations thereof): (i) sales; revenues; assets; expenses;
earnings before or after deduction for all or any portion of interest, taxes,
depreciation, amortization or other items, whether or not on a continuing
operations or an aggregate or per share basis; return on equity, investment,
capital or assets; one or more operating ratios; borrowing levels, leverage
ratios or credit rating; market share; capital expenditures; cash flow; stock
price; stockholder return; network deployment; sales of particular products or
services; customer acquisition, expansion and retention; or any combination of
the foregoing; or (ii) acquisitions and divestitures (in whole or in part);
joint ventures and strategic alliances; spin-offs, split-ups and the like;
reorganizations; recapitalizations, restructurings, financings (issuance of
debt or equity) and refinancings; transactions that would constitute a change
of control; or any combination of the foregoing.  A Performance Criterion measure and targets with respect thereto determined
by the Administrator need not be based upon an increase, a positive or improved
result or avoidance of loss.


                    "Plan":  The Manufacturers' Services
Limited 2000 Equity Incentive Plan as from time to time amended and in effect.


                    "Restricted Stock":  An Award of Stock subject to
restrictions requiring that such Stock be redelivered to the Company if
specified conditions are not satisfied.


                    "Section 162(m)":  Section 162(m) of the Code.


                    "SARs":  Rights entitling the holder upon
exercise to receive cash or Stock, as the Administrator determines, equal to a
function (determined by the Administrator using such factors as it deems
appropriate) of the amount by which the Stock has appreciated in value since
the date of the Award.


                    "Stock":  Common Stock of the Company, par
value $ .001 per share.


                    "Stock Options":  Options entitling the recipient
to acquire shares of Stock upon payment of the exercise price.


                    "Subsidiary":  A "subsidiary
corporation," whether now or hereafter existing, as defined in Section
424(f) of the Code.





                    "Unrestricted Stock":  An Award of Stock not subject to
any restrictions under the Plan.