**Exhibit 10.43**

 

**MANUFACTURERS’ SERVICES LIMITED**

 

2000EQUITY INCENTIVE PLAN, AS AMENDED

 

**1.****                                      DEFINED TERMS**

 

Exhibit A, which is incorporatedby reference, defines the terms used in the Plan and sets forth certainoperational rules related to those terms.

 

**2.****                                      GENERAL**

 

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

 

**3.****                                      ADMINISTRATION**

 

The Administrator hasdiscretionary authority, subject only to the express provisions of the Plan, tointerpret the Plan; determine eligibility for and grant Awards; determine,modify or waive the terms and conditions of any Award; prescribe forms, rulesand procedures (which it may modify or waive); and otherwise do all thingsnecessary 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 termsof the Award so as to affect adversely the Participant’s rights under theAward, unless the Administrator expressly reserved the right to do so.  In the case of any Award intended to beeligible for the performance-based compensation exception under Section 162(m),the Administrator shall exercise its discretion consistent with qualifying theAward for such exception.

 

**4.****                                      LIMITS ON AWARD UNDER THE PLAN**

 

**a.****                                       Number of Shares. **A maximum of (1) 7,668,750 shares of Stock, plus (2) any shares of Stockavailable under the Company’s Existing Plan as a result of termination ofoptions under the Existing Plan, plus (3) an annual increase to be added on thedate of each annual meeting of the stockholders of the Company, beginning withthe 2000 annual meeting of the stockholders, equal to one percent (1.0%) of theoutstanding shares of Stock on such date or such lesser amount determined bythe Board, may be delivered in satisfaction of Awards under the Plan.  The shares of Stock may be authorized, butunissued, or reacquired shares of Stock. For purposes of the preceding sentence, the following shares shall notbe considered to have been delivered under the Plan: (i) shares remaining underan Award that terminates without having been exercised in full; (ii) sharessubject to an Award, where cash is delivered to a Participant in lieu of suchshares; (iii) shares of Restricted Stock that have been forfeited in accordancewith the terms of the applicable Award; and (iv) shares held back, insatisfaction of the exercise 

 

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priceor tax withholding requirements, from shares that would otherwise have beendelivered pursuant to an Award.  Thenumber of shares of Stock delivered under an Award shall be determined net ofany previously acquired Shares tendered by the Participant in payment of theexercise price or of withholding taxes. A maximum of 8,728,541 sharesof Stock may be issued as ISO Awards under the Plan.

 

**b.****                                       Type of Shares.**  Stock delivered by the Company under thePlan may be authorized but unissued Stock or previously issued Stock acquiredby the Company and held in treasury.  Nofractional shares of Stock will be delivered under the Plan.

 

**c.****                                       Option & SAR Limits.**  The maximum number of shares of Stock forwhich Stock Options may be granted to any person in any calendar year, themaximum number of shares of Stock subject to SARs granted to any person in anycalendar year and the aggregate maximum number of shares of Stock subject toother Awards that may be delivered to any person in any calendar year shalleach be 1,000,000.  For purposes of thepreceding sentence, the repricing of a Stock Option or SAR shall be treated asa new grant to the extent required under Section 162(m).  Subject to these limitations, each personeligible to participate in the Plan shall be eligible in any year to receiveAwards covering up to the full number of shares of Stock then available forAwards under the Plan.

 

**d.****                                       Other Award Limits.**  No more than $1,000,000 may be paid to anyindividual with respect to any Cash Performance Award.  In applying the limitation of the precedingsentence: (A) multiple Cash Performance Awards to the same individual that aredetermined by reference to performance periods of one year or less ending withor within the same fiscal year of the Company shall be subject in the aggregateto one limit of such amount, and (B) multiple Cash Performance Awards to thesame individual that are determined by reference to one or more multi-yearperformance periods ending in the same fiscal year of the Company shall besubject in the aggregate to a separate limit of such amount.  With respect to any Performance Award otherthan a Cash Performance Award or a Stock Option or SAR, the maximum Awardopportunity shall be 1,000,000 shares of Stock or their equivalent value incash, subject to the limitations of Section 4.c.

 

**5.****                                      ELIGIBILITY AND PARTICIPATION**

 

The Administrator will selectParticipants from among those key Employees, directors and other individuals orentities providing services to the Company or its Affiliates who, in theopinion of the Administrator, are in a position to make a significantcontribution to the success of the Company and its Affiliates.  Eligibility for ISOs is further limited tothose individuals whose employment status would qualify them for the taxtreatment described in Sections 421 and 422 of the Code.

 

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**6.****                                      RULES APPLICABLE TO AWARDS**

 

**a.             ALLAWARDS**

 

**(1)           Termsof Awards.**  The Administrator shall determine the termsof 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 inthe Award.  Moreover, in the case of anISO granted to a Participant who, at the time the ISO is granted, owns stockrepresenting more than ten percent (10%) of the total combined voting power ofall classes of capital stock of the Company or any Parent or Subsidiary, theterm of the ISO shall be five (5) years from the date of grant or such shorterterm as may be provided in the Award.

 

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

 

**(3)           AlternativeSettlement. **The Company may at any time extinguish rightsunder an Award in exchange for payment in cash, Stock (subject to thelimitations of Section 4) or other property on such terms as the Administratordetermines, provided the holder of the Award consents to such exchange.

 

**(4)           TransferabilityOf Awards. **Except as the Administrator otherwise expresslyprovides, Awards may not be transferred other than by will or by the laws ofdescent and distribution, and during a Participant’s lifetime an Awardrequiring exercise may be exercised only by the Participant (or in the event ofthe Participant’s incapacity, the person or persons legally appointed to act onthe Participant’s behalf).

 

**(5)           Vesting, Etc. **Without limiting the generality of Section 3, the Administrator maydetermine the time or times at which an Award will vest *(i.e.,*become free of forfeiturerestrictions) or become exercisable and the terms on which an Award requiringexercise will remain exercisable. Unless the Administrator expressly provides otherwise, immediately uponthe cessation of the Participant’s employment or other service relationshipwith the Company and its Affiliates an Award requiring exercise will cease tobe exercisable and all Awards to the extent not already fully vested will beforfeited, except that:

 

(A)                           all Stock Options and SARs held by a Participantimmediately prior to his or her death or Disability , to the extent thenexercisable, will remain exercisable by such Participant’s executor,administrator or representative or the person or persons to whom the StockOption or SAR is transferred by will or the applicable laws of descent anddistribution, and to the extent not then exercisable will vest and becomeexercisable upon such Participant’s death or Disability by such Participant’sexecutor, administrator or representative or the person or persons to whom theStock Option or SAR is transferred by will or the applicable laws of descentand distribution, in each case for the lesser of (i) a one year period endingwith the first anniversary of the Participant’s death or Disability or (ii) theperiod 

 

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endingon the latest date on which such Stock Option or SAR could have been exercisedwithout regard to this Section 6.a.(5) and shall thereupon terminate;

 

(B)                             all Stock Options and SARs held by the Participantimmediately prior to the cessation of the Participant’s employment or otherservice relationship for reasons other than death or Disability and except asprovided in (C) below, to the extent then exercisable, will remain exercisablefor the lesser of (i) a period of three months or (ii) the period ending on thelatest date on which such Stock Option or SAR could have been exercised withoutregard to this Section 6.a.(5), and shall thereupon terminate; and

 

(C)                                all Stock Options and SARs held by the Participantwhose cessation of employment or other service relationship is determined bythe Administrator in its sole discretion to result from the breach by theParticipant of any Non-Compete Agreement or non-compete provision contained inany Employment Agreement shall immediately terminate upon such cessation.

 

Unless the Administratorexpressly provides otherwise, a Participant’s “employment or other servicerelationship with the Company and its Affiliates” will be deemed to haveceased, in the case of an employee Participant, upon termination of theParticipant’s employment with the Company and its Affiliates (whether or notthe Participant continues in the service of the Company or its Affiliates insome 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 inrespect of which the Award was granted terminates (whether or not theParticipant continues in the service of the Company or its Affiliates in someother capacity).

 

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

 

**(7)           DividendEquivalents, Etc. **The Administrator may provide for the payment ofamounts in lieu of cash dividends or other cash distributions with respect toStock subject to an Award.

 

**(8)           RightsLimited. **Nothing in the Plan shall be construed as givingany person the right to continued employment or service with the Company or itsAffiliates, or any rights as a shareholder except as to shares of Stockactually issued under the Plan.  Theloss of existing or potential profit in Awards will not constitute an elementof 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 orAffiliate to the Participant.

 

**(9)           Section162(m). **In the case of an Award intended to be eligiblefor the performance-based compensation exception under Section 162(m), the Planand such Award shall be 

 

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construed to the maximum extent permitted by lawin a manner consistent with qualifying the Award for such exception.

 

**b.             AWARDSREQUIRING EXERCISE**

 

**(1)           TimeAnd Manner Of Exercise.**Unless the Administrator expressly provides otherwise, (a) an Awardrequiring exercise by the holder will not be deemed to have been exerciseduntil the Administrator receives a written notice of exercise (in formacceptable to the Administrator) signed by the appropriate person andaccompanied by any payment required under the Award; and (b) if the Award isexercised by any person other than the Participant, the Administrator mayrequire satisfactory evidence that the person exercising the Award has theright to do so.

 

**(2)           ExercisePrice. **The Administrator shall determine the exerciseprice of each Stock Option provided that each Stock Option intended to qualifyfor the performance-based exception under Section 162(m) of the Code and eachISO must have an exercise price that is not less than the fair market value ofthe Stock subject to the Stock Option, determined as of the date of grant.  An ISO granted to an Employee described inSection 422(b)(6) of the Code must have an exercise price that is not less than110% of such fair market value.

 

**(3)           PaymentOf Exercise Price, If Any. **Where the exercise of an Award is to beaccompanied by payment: (a) all payments will be by cash or check acceptable tothe Administrator, or, if so permitted by the Administrator (with the consentof the optionee of an ISO if permitted after the grant), (i) through thedelivery of shares of Stock which have been outstanding for at least six months(unless the Administrator approves a shorter period) and which have a fairmarket value equal to the exercise price, (ii) by delivery of a promissory noteof the person exercising the Award to the Company, payable on such terms as arespecified by the Administrator, (iii) by delivery of an unconditional andirrevocable undertaking by a broker to deliver promptly to the Companysufficient funds to pay the exercise price, or (iv) by any combination of theforegoing permissible forms of payment; and (b) where shares of Stock issuedunder an Award are part of an original issue of shares, the Award shall requirean 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 ISOspreviously granted may extend beyond that date.

 

**c.             AWARDSNOT REQUIRING EXERCISE**

 

Awards of Restricted Stock andUnrestricted Stock may be made in return for either (i) services determined bythe Administrator to have a value not less than the par value of the Awardedshares of Stock, or (ii) cash or other property having a value not less thanthe par value of the Awarded shares of Stock payable in such combination andtype of cash, other property (of any kind) or services as the Administrator maydetermine.

 

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**7.****                                      EFFECT OF CERTAIN TRANSACTIONS**

 

**a.             MERGERS,ETC.**

 

In the event of a CoveredTransaction, all outstanding Awards shall vest and if relevant becomeexercisable and all deferrals, other than deferrals of amounts that are neithermeasured by reference to nor payable in shares of Stock, shall be accelerated,immediately prior to the Covered Transaction and upon consummation of suchCovered Transaction all Awards then outstanding and requiring exercise shall beforfeited unless assumed by an acquiring or surviving entity or its affiliateas provided in the following sentence. In the event of a Covered Transaction, unless otherwise determined bythe Administrator, all Awards that are payable in shares of Stock and that havenot been exercised, exchanged or converted, as applicable, shall be convertedinto and represent the right to receive the consideration to be paid in suchCovered Transaction for each share of Stock into which such Award isexercisable, exchangeable or convertible, less the applicable exercise price orpurchase price for such Award.  Inconnection with any Covered Transaction in which there is an acquiring orsurviving entity, the Administrator may provide for substitute or replacementAwards from, or the assumption of Awards by, the acquiring or surviving entityor its affiliates, any such substitution, replacement or assumption to be onsuch terms as the Administrator determines, provided that no such replacementor substitution shall diminish in any way the acceleration of Awards providedfor in this section.

 

**b.             CHANGESIN AND DISTRIBUTIONS WITH RESPECT TO THE STOCK**

 

**(1)           BasicAdjustment Provisions. **In the event of a stock dividend, stock split orcombination of shares, recapitalization or other change in the Company’scapital structure after January 1, 2000, the Administrator will makeappropriate adjustments to the maximum number of shares that may be deliveredunder the Plan under Section 4.a., and will also make appropriate adjustmentsto the number and kind of shares of stock or securities subject to Awards thenoutstanding or subsequently granted, any exercise prices relating to Awards andany other provision of Awards affected by such change.

 

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

 

**(3)           ContinuingApplication of Plan Terms.**References in the Plan to shares of Stock shall be construed to includeany stock or securities resulting from an adjustment pursuant to Section7.b.(1) or 7.b.(2) above.

 

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**8.****                                      LEGAL CONDITIONS ON DELIVERY OF STOCK**

 

The Company will not beobligated to deliver any shares of Stock pursuant to the Plan or to remove anyrestriction from shares of Stock previously delivered under the Plan until theCompany’s counsel has approved all legal matters in connection with theissuance and delivery of such shares; if the outstanding Stock is at the timeof delivery listed on any stock exchange or national market system, the sharesto be delivered have been listed or authorized to be listed on such exchange orsystem upon official notice of issuance; and all conditions of the Award havebeen satisfied or waived.  If the saleof 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 representationsor agreements as counsel for the Company may consider appropriate to avoidviolation of such Act.  The Company mayrequire that certificates evidencing Stock issued under the Plan bear anappropriate legend reflecting any restriction on transfer applicable to suchStock.

 

**9.****                                      AMENDMENT AND TERMINATION**

 

Subject to the last sentence ofSection 3, the Administrator may at any time or times amend the Plan or anyoutstanding Award for any purpose which may at the time be permitted by law, ormay 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 suchamendment will, without the approval of the stockholders of the Company,effectuate a change for which stockholder approval is required in order for thePlan to continue to qualify under Section 422 of the Code and for Awards to beeligible for the performance-based exception under Section 162(m).

 

**10.****                            NON-LIMITATION OF THE COMPANY’S RIGHTS**

 

The existence of the Plan or thegrant of any Award shall not in any way affect the Company’s right to Award aperson bonuses or other compensation in addition to Awards under the Plan.

 

**11.          GOVERNINGLAW**

 

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

 

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**EXHIBIT A**

 

**Definition of Terms**

 

The following terms, when usedin the Plan, shall have the meanings and be subject to the provisions set forthbelow:

 

**“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, orin which the Company or any such corporation or other entity owns, directly orindirectly, 50% of the outstanding capital stock (determined by aggregatevoting rights) or other voting interests.

 

**“Award”: **Any or acombination 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 exchangeablefor 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 helpdefray in whole or in part the economic cost (including tax cost) of the Awardto the Participant.

 

**“Board”: **The Boardof 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 inexchange for cash or the exercise by the Company of such right shall not makean Award otherwise not payable in cash a Cash Performance Award.

 

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**“Code”: **The U.S.Internal Revenue Code of 1986 as from time to time amended and in effect, orany successor statute as from time to time in effect.

 

**“Committee”: **One or morecommittees of the Board which in the case of Awards granted to officers of theCompany shall be comprised solely of two or more outside directors within themeaning of Section 162(m).  AnyCommittee 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 thesurviving corporation or which results in the acquisition of at least 40% ofthe Company’s then outstanding common stock by a single person or entity or bya group of persons and/or entities acting in concert, (ii) a sale or transferof all or substantially all the Company’s assets, or (iii) a dissolution orliquidation of the Company.

 

**“Deferred Stock”: **A promise to deliver Stock or other securities in the future on specifiedterms.

 

**“Disability”:**  Asdefined in any Employment Agreement or, if there is no such EmploymentAgreement, or if such Employment Agreement does not contain any such definedterm, then “Disability” shall mean the physical or mental incapacity of theParticipant and consequent inability of the Participant, for a period of six(6) consecutive months or for an aggregate of twelve (12) months in anytwenty-four (24) consecutive month period, to perform his duties with theCompany.  Any question as to theexistence of the Disability of such Participant as to which the Participant andthe Company cannot agree shall be determined in writing by a qualifiedindependent physician mutually acceptable to the Participant and the Company.  If the Participant and the Company cannotagree as to a qualified independent physician, each shall appoint such aphysician and those two physicians shall select a third who shall make suchdetermination in writing.  Thedetermination of Disability made in writing to the Company and the Participantshall be final and conclusive for all purposes of the Plan.

 

**“Employee”: **Any personwho is employed by the Company or an Affiliate.

 

**“Existing Plan”: **The Company’s Second Amended and Restated Non-Qualified Stock OptionPlan.

 

**“ISO”: **A Stock Optionintended to be an “incentive stock option” within the meaning of Section 422 ofthe Code.  No Stock Option Awarded underthe Plan will be an ISO unless the Administrator expressly provides for ISO treatment.

 

**“Parent”: **A “parentcorporation,” 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 Companyor its Affiliates who is granted an Award under the Plan.

 

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**“Performance Award”**:  AnAward subject to Performance Criteria. The Committee in its discretion may grant Performance Awards that areintended to qualify for the performance-based compensation exception under Section162(m) and Performance Awards that are not intended so to qualify.

 

**“Performance Criteria”**: Specified criteria the satisfaction of which is a condition for theexercisability, vesting or full enjoyment of an Award.  For purposes of Performance Awards that areintended to qualify for the performance-based compensation exception underSection 162(m), a Performance Criterion shall mean an objectively determinablemeasure of performance relating to any of the following (determined either on aconsolidated 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 forall or any portion of interest, taxes, depreciation, amortization or otheritems, whether or not on a continuing operations or an aggregate or per sharebasis; return on equity, investment, capital or assets; one or more operatingratios; borrowing levels, leverage ratios or credit rating; market share;capital expenditures; cash flow; stock price; stockholder return; networkdeployment; 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 andstrategic alliances; spin-offs, split-ups and the like; reorganizations;recapitalizations, restructurings, financings (issuance of debt or equity) andrefinancings; transactions that would constitute a change of control; or anycombination of the foregoing.  APerformance Criterion measure and targets with respect thereto determined bythe Administrator need not be based upon an increase, a positive or improvedresult or avoidance of loss.

 

**“Plan”: **The Manufacturers’Services Limited 2000 Equity Incentive Plan as from time to time amended and ineffect.

 

**“Restricted Stock”: **An Award of Stock subject to restrictions requiring that such Stock beredelivered to the Company if specified conditions are not satisfied.

 

**“Section 162(m)”: **Section 162(m) of the Code.

 

**“SARs”: **Rightsentitling the holder upon exercise to receive cash or Stock, as theAdministrator determines, equal to a function (determined by the Administratorusing such factors as it deems appropriate) of the amount by which the Stockhas appreciated in value since the date of the Award.

 

**“Stock”: **CommonStock of the Company, par value $ .001 per share.

 

**“Stock Options”: **Options entitling the recipient to acquire shares of Stock upon paymentof the exercise price.

 

**“Subsidiary”: **A“subsidiary corporation,” whether now or hereafter existing, as defined inSection 424(f) of the Code.

 

**“Unrestricted Stock”: **An Award of Stock not subject to any restrictions under the Plan.

 

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