**Exhibit 10.41**

# **AGREEMENTAND GENERAL RELEASE**

 

**Manufacturers’ Services Ltd., 300 Baker Avenue, ConcordMassachusetts 01742, its, affiliates, subsidiaries, divisions, successors andassigns and the employees, officers, directors and agents thereof (collectivelyreferred to throughout this Agreement as “Employer”), and**RodolfoArchbold, (“Employee”) agree that:

 

### **1.             LastDay of Employment**. Employee’s last day of employment with Employer is March 29, 2002.

 

**2**.             **Termination Date**.   Employee’s termination date is March 29,2002.

 

**3.**             **Consideration**. Inconsideration for signing this Agreement and General Release and in compliancewith the promises made herein, Employer agrees:

 

a.            To make or pay Base Salary continuation payments for a 12months period following Termination Date (notwithstanding Employee’s death)less lawfully required deductions.  Thetotal of such payments ($190,000), shall be payable in 26 equal installments inaccordance with MSL’s payroll practices and procedures. Incentive Compensation(equal to your FY2002 target of $95,000) shall be payable in 26 equalinstallments of $3,653.85 less lawfully required deductions.  Employee will begin to be paid followingreceipt from the Employee in the form attached here to as Exhibit A. Salarycontinuation payments shall terminate upon your material breach of theAgreement with Respect to Confidential Information and Inventions andNon-Competition (the “Non-Competition Agreement”) dated December 28, 2000 andexecuted by Employee on March 20, 2001.

 

b.            if Employee elects to continue medical and dentalcoverage under the MSL medical and dental plans in accordance with thecontinuation requirements of COBRA, the Employee shall pay for the cost of saidcoverage as outlined in the COBRA communication that will be forwarded, by TheStanton Group, to the employee’s home address. The Employer shall pay theEmployee, for up to eighteen (18) months, a monthly payment equivalent to theCompany share (80%) of Medical and Dental Cobra costs. For the remainder of2002, the payment will be a net payment of $5665.50. In 2003, the amount willbe adjusted to reflect changes in COBRA rates and an additional nine monthspayment will be made in January 2003. Such payments will terminate if youterminate your participation in the COBRA coverage provided by the Employer andany excess payments made by the Employer to you shall be promptly repaid toEmployer.

 

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c.             Employee will be paid all unused vacation as of March29, 2002 in the first paycheck following your termination date of March 29,2002

 

d.             short and long terminsurance disability will terminate on March 29, 2002

 

e.             Employee shall have until September 29, 2002 to exercisestock options which have vested as of Employee’s Termination Date as shown inthe attached Exhibit A.

 

f.              Employee maycontinue to use Employee’s Laptop Computer.

 

### **4.             NoConsideration Absent Execution of this Agreement**.  Employee understands and agrees that hewould not receive the monies and/or benefits specified in paragraph “3” above,except for his execution of this Agreement and General Release and thefulfillment of the promises contained herein.

 

### **5.             Revocation**.  Employee may revoke this Agreement andGeneral Release for a period of seven (7) days following the day he executesthis Agreement and General Release.  Anyrevocation within this period must be submitted, in writing, to Dewayne E.Rideout and state, “I hereby revoke my acceptance of our Agreement and GeneralRelease.”  The revocation must bepersonally delivered to Dewayne E. Rideout or his designee, or mailed to:

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###                 Mr. Dewayne E.Rideout

###                 Manufacturers’Services Ltd

###                 300 Baker AveSuite 106

###                 Concord MA 01742

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### and postmarked within seven(7) days of execution of this Agreement and General Release.  This Agreement and General Release shall notbecome effective or enforceable until the revocation period has expired.  If the last day of the revocation period isa Saturday, Sunday, or legal holiday in Massachusetts, then the revocationperiod shall not expire until the next following day which is not a Saturday,Sunday, or legal holiday.

 

### **6.             GeneralRelease of Claim. **Except for rights arising under this Agreement and General Release, Employeeknowingly and voluntarily releases and forever discharges Employer, its parentcorporation, affiliates, subsidiaries, divisions, successors and assigns andthe current and former employees, attorneys, officers, directors and agentsthereof (collectively referred to throughout the remainder of this Agreementsas “Employer”), of and from any and all claims, known and unknown, which theEmployee has or may have against Employer as of the date of execution of thisAgreement and General Release, including, but not limited to, any allegedviolation of;

 

•                                          The NationalLabor Relations Act, as amended;

•                                          Title VII ofthe Civil Rights Act of 1964, as amended;

 

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•                                          Sections 1981through 1988 of Title 42 of the United States Code, as amended;

•                                          The EmployeeRetirement Income Security Act of 1974, as amended;

•                                          The ImmigrationReform Control Act, as amended;

•                                          The Americanswith Disabilities Act of 1990, as amended;

•                                          The AgeDiscrimination in Employment Act of 1967, as amended;

•                                          The Fair LaborStandards Act, as amended;

•                                          TheOccupational Safety and Health Act, as amended;

•                                          TheMassachusetts Law Against Discrimination, G.L. c. 151B,

•                                          TheMassachusetts Civil Rights Act, G.L. c. 93;

•                                          TheMassachusetts Privacy Statute, G.L. c. 214, § 1B;

•                                          TheMassachusetts Wage Payment Statute, G.L. c. 149, § 148 etseq.;

•                                          TheMassachusetts Sexual Harassment Statute, G.L. c. 214 § 1C;

•                                          TheMassachusetts Consumer Protection Act, G.L. c. 93A;

•                                          TheMassachusetts Civil Rights Act, G.L. c. 12, § 11;

•                                          TheMassachusetts Equal Rights Act, G.L. c. 93;

•                                          Equal Pay Lawfor Massachusetts, as amended;

•                                          Any otherfederal, state or local civil or human rights law or any other local, state orfederal law, regulation or ordinance;

•                                          Any publicpolicy, contract, tort, or common law; or

•                                          Any allegationfor costs, fees, or other expenses including attorneys’ fees incurred in thesematters.

 

### **7.             Affirmations**. Employeeaffirms that he has not filed, caused to be filed, or presently is a party toany claim, complaint, or action against Employer in any forum or form.  Employee further affirms that he has beenpaid and has received all leave (paid or unpaid), compensation, wages, bonuses,commissions, and/or benefits to which he may be entitled and that no otherleave (paid or unpaid), compensation, wages, bonuses, commissions and/orbenefits are due to him, except as provided in this Agreement and GeneralRelease.  Employee furthermore affirmsthat he has no known workplace injuries or occupational diseases and has beenprovided and/or has not been denied any leave requested under the Family andMedical Leave Act.

 

### **8.             Confidentiality**.  Employee agrees not to disclose anyinformation regarding the existence or substance of this Agreement and GeneralRelease, except to his

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### spouse, an attorney andaccountant with whom Employee chooses to consult regarding his consideration ofthis Agreement and General Release.

 

### **9              NoFuture Application for Employment**.  Employee shall not apply in the future for employment withEmployer.

 

### **10.          GoverningLaw and Interpretation**. This Agreement and GeneralRelease should be governed and conformed in accordance with the laws of theState of Massachusetts without regard to its conflict of laws provisions.  In the event the Employee or Employerbreaches any provision of this Agreement and General Release, Employee andEmployer affirm that either may institute an action to specifically enforce anyterm or terms of this Agreement and General Release.  Should any provision of this Agreement and General Release bedeclared illegal or unenforceable by any court of competent jurisdiction andcannot be modified to be enforceable, excluding the general release language,such provision shall immediately become null and void, leaving the remainder ofthis Agreement and General Release in full force and effect.

 

### **11.          Nonadmissionof Wrongdoing**.  Employeeagrees that neither this Agreement and General Release nor the furnishing ofthe consideration for this Release shall be deemed or construed at anytime forany purpose as an admission by Employer of any liability or unlawful conduct ofany kind.

 

### **12.          Amendment**.  This Agreement and General Release may notbe modified, altered or changed except upon express written consent of bothParties wherein specific reference is made to this Agreement and GeneralRelease.

 

### **13.          EntireAgreement**.  ThisAgreement and General Release sets forth the entire agreement between theparties hereto, and fully supersedes any prior agreements or understandingsbetween the parties.  Employeeacknowledges that he has not relied on any representations, promises, oragreements of any kind made to him in connection with his decision to sign thisAgreement and General Release, except for those set forth in this Agreement andGeneral Release.

 

**EMPLOYEEHAS BEEN ADVISED IN WRITING THAT HE HAS AT LEAST FORTY-FIVE (45) DAYS TOCONSIDER THIS AGREEMENT AND GENERAL RELEASE AND IS ADVISED TO CONSULT WITH ANATTORNEY PRIOR TO SIGNING THIS AGREEMENT AND GENERAL RELEASE.**

 

**HAVINGELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISESSET FORTH HEREIN, AND TO RECEIVE THEREBY THE SUMS AND BENEFITS SET FORTH INPARAGRAPH “3” ABOVE, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUECONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TOWAIVE, SETTLE AND RELEASE ALL CLAIMS HE HAS OR MIGHT HAVE AGAINST EMPLOYER.**

 

 

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IN WITNESS WHEREOF, the parties hereto knowingly and voluntarilyexecuted this Agreement and General Release as of the date set forth below:

 

 
|              | Manufacturers’  Services Ltd. |
|-------------------|------------------------------------|
|              |                               |
|              |                               |   |   |
|              | By:                                |
| Rodolfo  Archbold | Dewayne  E. Rideout                |
|              | Senior  Vice President, HR         |
|              |                               |
|              |                               |   |   |
| Date              | Date                               |
|                   |                                    |  |  |  |

 

 

 

 

 

4.30.02

 

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