**Exhibit10.44**

 

**MANUFACTURERS’ SERVICESLIMITED**

 

2000EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED

 

SECTION 1. PURPOSE OF PLAN

 

The Manufacturers’ ServicesLimited 2000 Employee Stock Purchase Plan (the “Plan”) is intended to provide amethod by which eligible employees of Manufacturers’ Services Limited, aDelaware corporation (“MSL”), and such of its Subsidiaries as the Board ofDirectors of MSL (the “Board of Directors”) may from time to time designate(MSL and such Subsidiaries being hereinafter referred to as the “Company”) mayuse voluntary, systematic payroll deductions to purchase shares of commonstock, $.001 par value of MSL (such common stock being hereafter referred to as“Stock”) and thereby acquire an interest in the future of MSL.  For purposes of the Plan, a “Subsidiary” isany corporation that would be treated as a subsidiary of MSL under Section424(f) of the Internal Revenue Code of 1986, as amended (the “Code”).  The Plan is intended to qualify under Section423 of the Code and shall be construed accordingly.

 

SECTION 2. OPTIONS TO PURCHASE STOCK

 

Under the Plan, there isavailable an aggregate of not more than 1,250,000 shares of Stock (subject toadjustment as provided in Section 15) for sale pursuant to the exercise ofoptions (“Options”) granted under the Plan to employees of the Company(“Employees”) who meet the eligibility requirements set forth in Section 3hereof (“Eligible Employees”).  TheStock to be delivered upon exercise of Options under the Plan may be eithershares of authorized but unissued Stock or shares of reacquired Stock, as theBoard of Directors may determine.

 

SECTION 3. ELIGIBLE EMPLOYEES

 

Except as otherwise providedbelow, each Employee of the Company will be eligible to participate in thePlan.

 

(a)  Any Employee who immediately after the grant of an Option wouldown (or pursuant to Section 423(b)(3) of the Code would be deemed to own) stockpossessing 5% or more of the total combined voting power or value of allclasses of stock of the employer corporation or of its parent or subsidiarycorporations, as defined in Section 424 of the Code, will not be eligible toreceive an Option to purchase Stock pursuant to the Plan.

 

(b)  No Employee will be granted an Option under the Plan that wouldpermit his or her rights to purchase shares of stock under all employee stockpurchase plans of the employer corporation and parent and subsidiarycorporations, as defined in Section 424 of the Code, to accrue at a rate whichexceeds $25,000 in fair market value of such stock (determined at the time theOption is granted) for each calendar year during which any such Option grantedto such Employee is outstanding at any time, as provided in Section 423 of theCode.

 

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(c) The following categories ofEmployees shall not be eligible to participate in the Plan:  (i) Employees whose customary employment forthe Company is twenty (20) hours or less per week, (ii) Employees whosecustomary employment for the Company is for not more than five (5) months inany calendar year.

 

SECTION 4. METHOD OF PARTICIPATION

 

The periods commencing on theCompany’s payroll cycle ending on or about August 1 and  February 1 or such other dates as the Boardof Directors (or the Board’s delegate) shall determine will be termed “OptionPeriods.”  Provided that on a one timebasis, the Option Period in the third quarter of 2001 will commence on theCompany’s payroll cycle ending on or about September 1 and end on or aboutJanuary 31, 2002. Each person who is an Eligible Employee on the date that is15 days prior to an Option Period and will be an Eligible Employee on the firstday of such Option Period may elect to participate in the Plan by executing anddelivering, at least 15 days prior to the first day of such Option Period, apayroll deduction authorization in accordance with Section 5.  Such Employee will thereby become aparticipant (“Participant”) on the first day of such Option Period and willremain a Participant until his or her participation is terminated as providedin the Plan.

 

SECTION 5. PAYROLL DEDUCTION

 

The payroll deductionauthorization will request withholding at a rate (in whole percentages) of notless than 1% nor more than 10% from the Participant’s Compensation by means ofsubstantially equal payroll deductions over the Option Period from payrollperiods ending in the Option Period. For purposes of the Plan, “Compensation” means base pay, overtime,bonuses and other remuneration paid by the Company and includible in aParticipant’s taxable income, plus any such amounts that would be includible inthe Participant’s taxable income but for a deferral election under Section401(k) of the Code, but not including income arising from the grant or vestingof a stock option or other stock award or from the disposition of stockacquired under such an award.  AParticipant may change the withholding rate of his or her payroll deductionauthorization by written notice delivered to the Company at least 15 days priorto the first day of the Option Period as to which the change is to beeffective.  All amounts withheld inaccordance with a Participant’s payroll deduction authorization will becredited to a withholding account maintained in the Participant’s name on thebooks of the Company.  Amounts creditedto the withholding account shall belong to the Company and shall not berequired to be set aside in trust or otherwise segregated from the Company’sgeneral assets.

 

SECTION 6. GRANT OF OPTIONS

 

Each person who is a Participanton the first day of an Option Period will be granted, as of such day and forsuch Period, an Option entitling the Participant to acquire shares of Stockequal in number to the lesser of:

 

(a)  the whole number (disregarding anyfractional share amount) determined by dividing $12,500 by the fair marketvalue of one share of Stock on the first day of the Option Period; and

 

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(b)  the number (rounded down to the nearestwhole number) determined by dividing (i) the balance credited to theParticipant’s withholding account on the last day of the Option Period, by (ii)the purchase price per share of the Stock determined under Section 7.

 

MSL will reduce, on a substantially proportionatebasis, the number of shares of Stock purchasable by each Participant uponexercise of his or her Option for an Option Period in the event that the numberof shares then available under the Plan is insufficient.  Option grants under this Section 6 shall beautomatic and need not be separately documented.

 

SECTION 7. PURCHASE PRICE

 

The purchase price of Stockissued pursuant to the exercise of an Option will be 85% of the fair marketvalue of the Stock at (a) the time of grant of the Option or (b) the time atwhich the Option is deemed exercised, whichever is less.  Fair market value will mean the ClosingPrice of the Stock.  The “Closing Price”of the Stock on any business day will be the last sale price, regular way, withrespect to such Stock, or, in case no such sale takes place on such day, theaverage of the closing bid and asked prices, regular way, with respect to suchStock, in either case as reported in the principal consolidated transactionreporting system with respect to securities listed or admitted to trading onthe New York Stock Exchange; or, if such Stock is not listed or admitted to tradingon the New York Stock Exchange, as reported in the principal consolidatedtransaction reporting system with respect to securities listed on the principalnational securities exchange on which such Stock is listed or admitted totrading; or, if such Stock is not listed or admitted to trading, the lastquoted price with respect to such Stock, or, if not so quoted, the average ofthe high bid and low asked prices in the over-the-counter market with respectto such Stock, as reported by the National Association of Securities Dealers,Inc. Automated Quotation System or such other similar system then in use; or,if on any such date such Stock is not quoted by any such organization, theaverage of the closing bid and asked prices with respect to such Stock, as furnishedby a professional market maker making a market in such Stock selected by theBoard of Directors in good faith; or, if no such market maker is available, thefair market value of such Stock as of such day as determined in good faith bythe Board of Directors.

 

SECTION 8. EXERCISE OF OPTIONS

 

If any Employee is a Participantin the Plan on the last business day of an Option Period, he or she will bedeemed to have exercised the Option granted to him or her for that Period.  Upon such exercise, the Company will applythe balance of the Participant’s withholding account to the purchase of thenumber of whole shares of Stock determined under Section 6 and as soon aspracticable thereafter will issue and deliver certificates for said shares tothe Participant or otherwise evidence the transfer of ownership of said sharesand will return to him or her the balance, if any, of his or her withholdingaccount in excess of the total purchase price of the shares so issued; *provided*,that if the balance left in the account consists solely of an amount equal tothe value of a fractional share it will be retained in the Account and carriedover to the next Period.  No fractionalshares will be issued hereunder.

 

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Notwithstanding anything hereinto the contrary, MSL’s obligation to issue and deliver shares of Stock underthe Plan will be subject to the approval required of any governmental authorityin connection with the authorization, issuance, sale or transfer of saidshares, to any requirements of any national securities exchange applicablethereto, and to compliance by MSL with other applicable legal requirements ineffect from time to time.

 

SECTION 9. INTEREST

 

No interest will be payable onwithholding accounts.

 

SECTION 10. CANCELLATION AND WITHDRAWAL

 

A Participant who holds anOption under the Plan may at any time prior to exercise thereof under Section 8cancel all (but not less than all) of his or her Options by written noticedelivered to the Company.  Upon suchcancellation, the balance in the Participant’s withholding account will bereturned to the Participant.

 

A Participant may terminate hisor her payroll deduction authorization as of any date by written noticedelivered to the Company and will thereby cease to be a Participant as of suchdate.  Any Participant who voluntarilyterminates his or her payroll deduction authorization prior to the lastbusiness day of an Option Period will be deemed to have canceled his or herOption.

 

SECTION 11. TERMINATION OF EMPLOYMENT

 

Except as otherwise provided inSection 12, upon the termination of a Participant’s employment with the Companyfor any reason, he or she will cease to be a Participant, any Option held byhim or her under the Plan will be deemed canceled, the balance of his or herwithholding account will be returned, and he or she will have no further rightsunder the Plan.

 

SECTION 12. DEATH OF PARTICIPANT

 

A Participant may elect that ifdeath should occur during an Option Period the balance, if any, of theParticipant’s withholding account at the time of death will be applied at theend of the Period to the exercise of the Participant’s Option and the sharesthereby purchased under the Option (plus any balance remaining in theParticipant’s withholding account) will be delivered to the Participant’sdesignated beneficiary or beneficiaries. If the Participant has more than one designated beneficiary, the Companywill determine the allocation among them and its determination will be finaland binding on all persons.  Forpurposes of the Plan, a Participant’s designated beneficiary(ies) shall be (i)such person or persons as are treated as the Participant’s beneficiary(ies) forpurposes of the Company group life insurance plan applicable to the Participant,or (ii) in the absence of any beneficiary determined under clause (i), theParticipant’s estate.

 

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SECTION 13. EQUAL RIGHTS; PARTICIPANT’S RIGHTS NOT TRANSFERABLE

 

All Participants granted Optionsunder the Plan with respect to any Option Period will have the same rights andprivileges.  Each Participant’s rightsand privileges under any Option granted under the Plan will be exercisableduring the Participant’s lifetime only by him or her and except as provided atSection 12 above may not be sold, pledged, assigned, or transferred in anymanner.  In the event any Participantviolates or attempts to violate the terms of this Section, any Options held byhim or her may be terminated by the Company and, upon return to the Participantof the balance of his or her withholding account, all of the Participant’srights under the Plan will terminate.

 

SECTION 14. EMPLOYMENT RIGHTS

 

Nothing contained in theprovisions of the Plan will be construed as giving to any Employee the right tobe retained in the employ of the Company or as interfering with the right ofthe Company to discharge any Employee at any time.

 

SECTION 15. CHANGE IN CAPITALIZATION

 

In the event of any change inthe outstanding Stock of MSL after January 1, 2000 by reason of a stockdividend, split-up, recapitalization, merger, consolidation, reorganization, orother capital change, the aggregate number and type of shares available underthe Plan, the number and type of shares under Options granted but notexercised, the maximum number and type of shares purchasable under an Option,and the Option price will be appropriately adjusted.

 

SECTION 16. ADMINISTRATION OF PLAN

 

The Plan will be administered bythe Board of Directors or delegates of the Board which may include theCompensation Committee, which will have the right to determine any questionswhich may arise regarding the interpretation and application of the provisionsof the Plan and to make, administer, and interpret such rules and regulationsas it will deem necessary or advisable. Reference to the Board of Directors in connection with itsadministrative function under the Plan shall include its delegates.

 

SECTION 17. AMENDMENT AND TERMINATION OF PLAN

 

MSL reserves the right at any timeor times to amend the Plan to any extent and in any manner it may deemadvisable, by vote of the Board of Directors or delegates of the Board whichmay include the Compensation Committee; *provided,*that any amendment that would betreated as the adoption of a new plan for purposes of Section 423 of the Codeand the regulations thereunder will have no force or effect unless approved bythe shareholders of MSL within twelve months before or after its adoption.

 

The Plan may be suspended orterminated at any time by the Board of Directors.  In connection therewith, the Board of Directors may either canceloutstanding Options or continue them and provide that they will be exercisableeither at the end of the applicable Option Period 

 

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as determined under Section 4 above or on suchearlier date as the Board of Directors may specify (in which case such earlierdate shall be treated as the last day of the applicable Option Period).

 

SECTION 18. APPROVAL OF SHAREHOLDERS

 

ThePlan and the exercisability of Options granted hereunder will be subject to theapproval of the shareholders of MSL obtained within twelve months before orafter the date the Plan is adopted by the Board of Directors.

 

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