**Exhibit 10.45**

 

**MANUFACTURERS’ SERVICES LIMITED**

**2000 NON-EMPLOYEE DIRECTOR STOCK OPTIONPLAN, AS AMENDED**

 

1.             NAMEAND PURPOSE.  This plan as amended shallbe called the Manufacturers’ Services Limited 2000 Non-Employee Director StockOption Plan, As Amended (the “Plan”). The Plan is intended to encourage stock ownership by Non-EmployeeDirectors (as defined below) of Manufacturers’ Services Limited, a Delawarecorporation (the “Company”), to provide such directors with an additionalincentive to manage the Company effectively and to contribute to its success,and to provide a form of compensation which will attract and retain highlyqualified individuals as members of the Board of Directors of the Company.

 

2.             EFFECTIVEDATE AND TERM OF THE PLAN.  The Plan shallbecome effective on the date of the consummation of the initial public offeringof the Company’s common stock, par value $.001 per share (the “EffectiveDate”).  Options may not be grantedunder the Plan after the tenth (l0th) anniversary of the Effective Date (the“Term”); provided, however, that all options outstanding as of that date shallremain or become exercisable pursuant to their terms and the terms of the Plan.

 

3.             ADMINISTRATION.  The Plan shall initially be administered bythe Board of Directors of the Company (the “Board”).  The Board shall delegate the administration of the Plan to acommittee of Board (the “Committee”) in the event such a committee isestablished by the Board for such purpose and that committee is composed solelyof two or more “Non-Employee Directors” (as such term is defined under Rule16b-3 under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”)).  Each member of the Committeeshall be eligible to participate in the Plan. References herein to the Committee shall be deemed to refer to the Boardin the event that the administration of the Plan has not been delegated to theCommittee.  The Committee may, from timeto time, establish such regulations, provisions and procedures, within theterms of the Plan, as in the opinion of its members may be advisable in theadministration of the Plan.  A majorityof the Committee shall constitute a quorum, and the acts of a majority of aquorum at any meeting, or acts reduced to or approved in writing by a majorityof the members of the Committee, shall be the valid acts of the Committee.  The interpretation and construction by theCommittee of any provisions of the Plan or of any option granted pursuant tothe Plan shall be final and binding upon the Company and any optionee.  No member of the Board of Directors of theCompany or the Committee shall be liable for any action or determination madein good faith with respect to the Plan or any option granted pursuant thereto.

 

4.             STOCKAVAILABLE FOR OPTIONS.  Subject to theadjustments as provided in Subsection 7(f), the aggregate number of shares ofcommon stock, par value $.001 per share, of the Company (the “Common Stock”)reserved for purposes of the Plan shall be 625,000 shares of authorized andunissued shares or issued shares reacquired by the Company (the “Shares”).  Determinations as to the number of Sharesthat remain available for issuance under the Plan shall be made in accordancewith such rules and procedures as the Committee shall determine from time totime.  If any outstanding option underthe Plan expires or is terminated for any reason before the end of the Term ofthe Plan, the Shares allocable to the unexercised portion of such option shallbecome available for the grant of other options under the Plan.  No shares delivered to the Company in fullor partial payment upon exercise of an option pursuant to Subsection 7(c) 

 

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or in full or partial payment of any withholdingtax liability permitted under Section 10 shall become available for the grantof other options under the Plan.

 

5.             PARTICIPATION.  Subject to the limitations contained in thisSection 5, any director of the Company who is not a contractual nor common lawemployee of the Company or any of its subsidiaries (a “Non-Employee Director”)will be eligible to be granted options to purchase shares of the issued orissuable Common Stock in accordance and consistent with the terms andconditions of the Plan.  An optionee mayhold more than one option, but only on the terms and subject to the restrictionshereafter set forth.  Except as providedherein, terms and conditions of options granted to a director at any given timeneed not be the same for any other grant of options.

 

6.             OPTIONGRANTS.

 

(a)           **Discretionary Grants.**  In addition to the automatic option grantsprovided for in Subsections (b) and (c) hereof, the Committee shall beauthorized to determine from time to time the directors (among the Non-EmployeeDirectors) to be granted options, the number of shares of Common Stock subjectto such options, and the terms and conditions of the options to begranted.  All options granted under thisSubsection (a) must be approved by either the Board or the Committee prior tosuch grant.

 

(b)           **Initial Grants.**  Each Non-Employee Director who was in office prior to theEffective Date and remains in office after the Effective Date, shallautomatically be granted options to purchase 20,000 shares of Common Stockunless such Non-Employee Director had previously received such a grant prior tothe Effective Date.  Any individualelected to the Board as a Non-Employee Director after the Effective Date shallautomatically be granted options to purchase 40,000 shares of Common Stock (asadjusted pursuant to Section 8 hereof) upon initial election and re-election tosuch position.

 

(c)           **Annual Grants.**  Each Non-Employee Director shall automatically be entitled to begranted options to purchase 10,000 shares of Common Stock (as adjusted pursuantto Section 8 hereof) on each anniversary of such Non-Employee Director’s electionor re-election to the Board of Directors. Such options will be granted to each Non-Employee Director on the dateof the Company’s Annual Meeting of Stockholders (or such other date asdetermined by the Board in the event that an Annual Meeting of Stockholders isnot held by the Company).

 

(d)           **Non-Statutory Stock Options.**  All options granted under the Plan shall benon-statutory options not intended to qualify under Section 422 of the InternalRevenue Code of 1986, as amended (the “Code”). Each option granted under the Plan shall provide that such option willnot be treated as an “incentive stock option,” as that term is defined inSection 422(b) of the Code.

 

7.             TERMSAND CONDITIONS OF OPTIONS OF THE PLAN. Options granted under this Plan shall be evidenced by agreements in suchform as the Committee shall from time to time approve, which agreements shallcomply with and be subject to the following conditions:

 

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(a)           **Term of Options.**  The term of each option shall be for a period of not greater thanten (10) years from the date of grant of the option.

 

(b)           **Option Price.**  The exercise price of each option shall be equal to one hundredpercent (100%) of the Fair Market Value of the shares of Common Stock on thedate of the grant of the option.  If theshares are traded in the over-the-counter market, the Fair Market Value pershare shall be the closing price on the national market list as quoted in theNational Association of Securities Dealers Automated Quotation System(“Nasdaq”) on the day the option is granted or if no sale of shares isreflected in Nasdaq on that day, on the next preceding day on which there was asale of shares reflected in Nasdaq.  Ifthe shares are not traded in the over-the-counter market but are listed upon anestablished stock exchange or exchanges, such Fair Market Value shall be deemedto be the closing price of the shares on such stock exchange or exchanges onthe day the option is granted or if no sale of the shares shall have been madeon any stock exchange on that day, on the next preceding day on which there wasa sale of the shares.

 

(c)           **Medium of Payment.**  The option price shall be payable to theCompany either (i) in United States dollars in cash or by check, bank draft, ormoney order payable to the order of the Company or (ii) if permitted by theBoard, through the delivery of shares of the Common Stock with a Fair MarketValue on the date of the exercise equal to the option price, provided suchshares are utilized as payment to acquire at least 100 shares of Common Stock,or (iii) by a combination of (i) and (ii) above.  Fair Market Value will be determined in the manner specified inSubsection 7(b) except as to the date of determination.

 

(d)           **Exercise of Options.**  Except as provided herein, the Committeeshall have the authority to determine, at the time of grant of each optionpursuant to Subsection 6(a), the times at which an option may be exercised andany conditions precedent to the exercise of an option.  Except as provided herein, options grantedpursuant to Subsection 6(b) and Subsection 6(c) shall become exercisable inthree equal installments the first on the grant date, the second on the firstanniversary of the grant date and the third on the second anniversary of thegrant date.  An option shall beexercisable upon written notice to the Chief Financial Officer of the Company,as to any or all shares covered by the option, until its termination orexpiration in accordance with its terms or the provisions of the Plan.  Notwithstanding the foregoing, an optionshall not at any time be exercisable with respect to less than 100 sharesunless the remaining shares covered by an option are less than 100 shares.  The purchase price of the shares purchasedpursuant to an option shall be paid in full upon delivery to the optionee ofcertificates for such shares.  Exerciseby an optionee’s heir, personal representative or permitted transferee shall beaccompanied by evidence of his or her authority to act, in a form reasonablysatisfactory to the Company.

 

(e)                                  **Termination of Service as Director.**

 

(i) *Termination of Service for any ReasonOther than Death.*  In theevent an optionee shall cease to serve the Company as a director for any reasonother than such optionee’s death or Permanent Disability, each option held bysuch optionee shall, to the extent rights to purchase shares under the optionhave been accrued at the time such optionee ceases to serve as a director,remain exercisable, in whole or in part, by the optionee, subject to priorexpiration according to its terms and other limitations imposed by the Plan,for a period of one (1) year 

 

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following the optionee’s cessation of service asa director of the Company.  If theoptionee dies after such cessation of service, the optionee’s options shall beexercisable in accordance with Subsection 6(e)(ii) hereof.

 

(ii) *Termination of Service for Death orPermanent Disability.*  If anoptionee ceases to be a director by reason of death or Permanent Disability,each option held by such optionee shall immediately become exercisable andshall remain exercisable, in whole or in part, by (in the case of PermanentDisability) the optionee or (in the case of death) the personal representativeof the optionee’s estate or by any person or persons who have acquired theoption directly from the optionee during the shorter of the followingperiods:  (A) the term of the option, or(B) a period of two (2) years from the death or Permanent Disability of suchoptionee.  If an optionee dies or aPermanent Disability occurs during the extended exercise period followingcessation of service specified in Subsection 6(e)(i) above, such option may beexercised any time within the longer of such extended period or one (1) yearafter death or Permanent Disability, subject to the prior expiration of theterm of the option. For purposes of this Subsection 6(e)(ii), “PermanentDisability” shall mean a determination by the Social SecurityAdministration or any similar successor agency that an optionee is “permanentlydisabled,” and the date on which a Permanent Disability is deemed to haveoccurred shall be the date on which such determination by such agency shallhave been made.

 

(f)            **Adjustment in Shares Covered by Option.**  The number of shares covered by eachoutstanding option, and the purchase price per share thereof, shall beproportionately adjusted for any increase or decrease in the number of issuedand outstanding shares resulting from a split in or combination of shares orthe payment of a stock dividend on the shares or any other increase or decreasein the number of such shares effected without receipt of consideration by theCompany.  If the Company shall be thesurviving corporation in any merger or consolidation or if the Company ismerged into a wholly-owned subsidiary solely for purposes of changing theCompany’s state of incorporation, each outstanding option shall pertain to andapply to the securities to which a holder of the number of shares subject tothe option would have been entitled to receive in such transaction.  In the event of a Change in Control anyoption awarded under this Plan to the extent not previously exercisable shallimmediately become fully exercisable. The Committee in its sole discretion may direct the Company to cash outall outstanding options on the basis of the Change in Control Price as of thedate a Change in Control occurs or such other date as the Committee maydetermine prior to the Change in Control. For purposes of this Plan, a “Change in Control” means theoccurrence of any of the following: (A) when any “person” as defined in Section3(a)(9) of the Exchange Act and as used in Sections 13(d) and 14(d) thereof,including a “group” as defined in Section 13(d) of the Exchange Act butexcluding the Company and any subsidiary, any of the Company’s existingstockholders prior to the Effective Date and any employee benefit plansponsored or maintained by the Company or any subsidiary (including any trusteeof such plan acting as trustee), directly or indirectly, becomes the“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act, as amendedfrom time to time), after the Effective Date, of securities of the Companyrepresenting forty percent (40%) or more of the combined voting power of theCompany’s then outstanding securities; (B) when, during any period of 24consecutive months during the existence of the Plan, the individuals who, atthe beginning of such period, constitute the Board of Directors of the Company(the “Incumbent Directors”) cease for any reason other than death 

 

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to constitute at least a majority thereof;provided, however, that a director who was not a director at the beginning ofsuch 24-month period shall be deemed to have satisfied such 24-monthrequirement (and be an Incumbent Director) if such director was elected by, oron the recommendation of or with the approval of, at least two-thirds of thedirectors who then qualified as Incumbent Directors either actually (becausethey were directors at the beginning of such 24 month period) or by prioroperation of this provision; or (C) the approval by the stockholders of theCompany of a transaction involving the acquisition of the Company by an entityother than the Company or a subsidiary through purchase of assets, by merger,or otherwise.  For purposes of thisPlan, “Change in Control Price” means the highest price per share ofCommon Stock paid in any transaction reported on the New York Stock Exchange orpaid or offered in any bona fide transaction related to a Change in Control atany time during the 60-day period immediately preceding the occurrence of theChange in Control, in each case as determined by the Committee.  In the event of a change in the shares aspresently constituted, which is limited to a change of all of its authorizedshares with par value into the same number of shares with a different par valueor without par value, the shares resulting from any such change shall be deemedto be the Shares within the meaning of the Plan.  To the extent that the foregoing adjustments relate to stock orsecurities of the Company, such adjustments shall be made by the Board, whosedetermination in that respect shall be final, binding and conclusive.  Any such adjustment may provide for theelimination of any fractional share which might otherwise become subject to anoption.  Except as expressly provided inthis Subsection 7(f), the optionee shall have no rights by reason of any split orcombination of shares of stock of any class or the payment of any stockdividend or any other increase or decrease in the number of shares of stock ofany class or by reason of any dissolution, liquidation, merger, orconsolidation or spinoff of assets or stock of another corporation, and anyissue by the Company of shares of stock of any class, or securities convertibleinto shares of stock of any class, shall not affect, and no adjustment byreason thereof shall be made with respect to, the number or price of shares ofstock subject to the option.  The grantof an option pursuant to the Plan shall not affect in any way the right orpower of the Company to make adjustments, reclassifications, reorganizations,or changes of its capital or business structure, or to merge or to consolidateor to dissolve, liquidate or sell, or transfer all or any part of its businessor assets.

 

(g)           **Rights of a Stockholder.**  An optionee shall have no rights as astockholder with respect to any shares covered by his or her option until thedate on which the optionee becomes the holder of record of such shares.  No adjustment shall be made for dividends,distributions, or other rights for which the record date is prior to the dateon which he or she shall have become the holder of record thereof, except asprovided in Subsection 7(f).

 

(h)           **Postponement of Delivery of Shares andRepresentations.**  TheCompany, in its discretion, may postpone the issuance and/or delivery of sharesupon any exercise of an option until completion of the registration or otherqualification of such shares under any state and/or federal law, rule orregulation as the Company may consider appropriate, and may require any personexercising an option to make such representations, including a representation thatit is the optionee’s intention to acquire shares for investment and not with aview to distribution thereof, and furnish such information as it may considerappropriate in connection with the issuance or delivery of the shares incompliance with applicable laws, rules, and regulations.  In 

 

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such event no shares shall be issued to suchholder unless and until the Company is satisfied with the accuracy of any suchrepresentations.

 

(i)            **Transferability.**  Unless provided in the option agreement, the options grantedpursuant to the Plan are not transferable by a Non-Employee Director.  The Committee shall have the sole discretionto determine to what extent, if any, the options granted pursuant to the Planare transferable by a Non-Employee Director.

 

(j)            **Other Provisions.**  The option agreements authorized under the Plan shall containsuch other provisions, including, without limitation, restrictions upon theexercise of the option, as the Committee shall deem advisable.

 

8.             ADJUSTMENTSIN SHARES AVAILABLE FOR OPTIONS.  Theadjustments in number and kind of shares and the substitution of shares,affecting outstanding options in accordance with Subsection 7(f) hereof, shallalso apply to the number and kind of shares issuable upon the exercise ofoptions to be granted pursuant to Section 6 and the number and kind of sharesreserved for issuance pursuant to the Plan, but not yet covered by options.

 

9.             AMENDMENTOF THE PLAN.  The Board, insofar aspermitted by law, shall have the right from time to time, with respect to anyshares at the time not subject to options, to suspend or discontinue the Planor revise or amend it in any respect whatsoever.  So long as the Common Stock is eligible for trading on the New YorkStock Exchange, the Board shall obtain stockholder approval for those revisionsor amendments of the Plan required to be so approved pursuant to the rules ofthe New York Stock Exchange.  If thePlan is amended so that the exemption provided by Rule 16b-3 as a result of thePlan being approved by the stockholders of the Company is no longer availablefor options granted under Subsections 6(b) or 6(c) hereof, all optionssubsequently granted thereunder must be approved by either the Board or theCommittee prior to such grant.

 

10.           WITHHOLDINGOF TAXES.  The Company shall have theright to deduct from any payment to be made pursuant to this Plan, or tootherwise require, prior to the issuance or delivery of any shares of CommonStock, payment by the optionee of any federal, state, or local taxes requiredby law to be withheld.  Unless otherwiseprohibited by the Committee, an optionee may satisfy any such withholding taxobligation by any of the following means or by a combination of suchmeans:  (a) tendering a cash payment;(b) authorizing the Company to withhold from the shares otherwise issuable tothe optionee a number of shares having a Fair Market Value as of the “TaxDate,” less than or equal to the amount of withholding tax obligation; or (c)delivering to the Company unencumbered shares owned by the optionee having aFair Market Value, as of the Tax Date, less than or equal to the amount of thewithholding tax obligation.  The “TaxDate” shall be the date that the amount of tax to be withheld is determined.Fair Market Value shall be determined in the manner specified in Subsection7(b), except as to the date of determination. An optionee’s election to pay the withholding tax obligation by eitherof (b) or (c) above shall be irrevocable, may be disapproved by the Committee,and must be made either six (6) months prior to the Tax Date or during theperiod beginning on the third business day following the date of release of theCompany’s quarterly or annual summary statement of sales and earnings and endingon the twelfth business day following such date.

 

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11.           RIGHTOF BOARD OF DIRECTORS OR STOCKHOLDERS TO TERMINATE DIRECTOR’S SERVICE.  Nothing in this Plan or in the grant of anyoption hereunder shall in any way limit or affect the right of the Board ofDirectors or the stockholders of the Company to remove any director orotherwise terminate his or her service as a director, pursuant to the law, theRestated Certificate of Incorporation, or Amended and Restated By-laws of theCompany.

 

12.           APPLICATIONOF FUNDS.  The proceeds received by theCompany from the sale of stock pursuant to options will be used for generalcorporate purposes.

 

13.           NOOBLIGATION TO EXERCISE OPTION.  Thegranting of an option shall impose no obligation on the optionee to exercisesuch option.

 

14.           CONSTRUCTION.  This Plan shall be construed under the lawsof the State of Delaware.

 

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