Exhibit10.30

**MANUFACTURERS'SERVICES LIMITED**

2000 EQUITY INCENTIVE PLAN, AS AMENDED

 

**1.**             **DEFINEDTERMS**

                    Exhibit A, which isincorporated by reference, defines the terms used in the Plan and sets forthcertain operational rules related to those terms.

**2.**               **GENERAL**

                    The Plan has beenestablished to advance the interests of the Company by giving Stock-based andother incentives to selected Employees, directors and other persons (includingboth individuals and entities) who provide services to the Company or itsAffiliates.

**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 ONAWARD 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. |
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|   | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|   | **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.                                                                                                                                                                       |
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|   | **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.**               **ELIGIBILITYAND PARTICIPATION**

                    The Administrator willselect Participants from among those key Employees, directors and otherindividuals or entities providing services to the Company or its Affiliateswho, in the opinion of the Administrator, are in a position to make asignificant contribution 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.

**6.**               **RULESAPPLICABLE TO AWARDS**

                    **a.**               **ALL AWARDS**

                    **(1)**          **Terms of 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)**            **Performance Criteria. **Where rights under an Award depend inwhole or in part on satisfaction of Performance Criteria, actions by theCompany that have an effect, however material, on such Performance Criteria oron the likelihood that they will be satisfied will not be deemed an amendmentor alteration of the Award.

                    **(3)**            **Alternative Settlement. **The Company may at any time extinguishrights under 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)**            **Transferability Of Awards. **Except as the Administrator otherwiseexpressly provides, Awards may not be transferred other than by will or by thelaws of descent 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 limitingthe generality of Section 3, the Administrator may determine the time or timesat 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 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; |
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|   | (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 |
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|   | (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 providesotherwise, a Participant's "employment or other service relationship withthe Company and its Affiliates" will be deemed to have ceased, in the caseof an employee Participant, upon termination of the Participant's employmentwith the Company and its Affiliates (whether or not the Participant continuesin the service of the Company or its Affiliates in some capacity other thanthat of an employee of the Company or its Affiliates), and in the case of anyother Participant, when the service relationship in respect of which the Awardwas granted terminates (whether or not the Participant continues in the serviceof the Company or its Affiliates in some other capacity).

                    **(6)**            **Taxes. **The Administrator will make such provision for the withholding oftaxes as 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 tax withholdingrates applicable to the employee.

**(7)**            **DividendEquivalents, Etc. **TheAdministrator may provide for the payment of amounts in lieu of cash dividendsor other cash distributions with respect to Stock subject to an Award.

**(8)**            **RightsLimited. **Nothing in thePlan shall be construed as giving any person the right to continued employmentor service with the Company or its Affiliates, or any rights as a shareholderexcept as to shares of Stock actually issued under the Plan.  The loss of existing or potential profit inAwards will not constitute an element of damages in the event of termination ofemployment or service for any reason, even if the termination is in violationof an obligation of the Company or Affiliate to the Participant.

**(9)**            **Section162(m). **In the case ofan Award intended to be eligible for the performance-based compensationexception under Section 162(m), the Plan and such Award shall be construed tothe maximum extent permitted by law in a manner consistent with qualifying theAward for such exception.

                    **b.**               **AWARDS REQUIRING EXERCISE**

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

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

                    **(3)**            **Payment Of 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.**               **AWARDS NOT REQUIRING EXERCISE**

                    Awards of Restricted Stockand Unrestricted Stock may be made in return for either (i) services determinedby the 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.

**7.**               **EFFECT OFCERTAIN 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.**             **CHANGES IN AND DISTRIBUTIONS WITH RESPECT TO THE STOCK**

                    **(1)**            **Basic Adjustment Provisions. **In the event of a stock dividend, stocksplit or combination of shares, recapitalization or other change in theCompany's capital 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)**            **Certain Other Adjustments. **The Administrator may also makeadjustments of the type described in paragraph (1) above to take into accountdistributions to common stockholders other than those provided for in Section7.a. and 7.b.(1), or any other event, if the Administrator determines thatadjustments are appropriate to avoid distortion in the operation of the Planand to preserve the value of Awards made hereunder; *provided*, that no suchadjustment 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 theperformance-based exception under Section 162(m), except to the extentconsistent with that exception, nor shall any change be made to ISOs except tothe extent consistent with their continued qualification under Section 422 ofthe Code.

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

**8.**               **LEGALCONDITIONS 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 ANDTERMINATION**

                    Subject to the last sentenceof Section 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-LIMITATIONOF THE COMPANY'S RIGHTS**

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

**11. GOVERNING LAW**

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

**EXHIBIT A**

**Definitionof Terms**

                    The following terms, whenused in the Plan, shall have the meanings and be subject to the provisions setforth below:

                    **"Administrator": **The Board or, if one or more hasbeen 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 aggregate votingrights) or other voting interests.

                    **"Award": **Any or a combination of thefollowing:

                    (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 Board of Directors of theCompany.

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

                    **"Code": **The U.S. Internal Revenue Code of1986 as from time to time amended and in effect, or any successor statute asfrom time to time in effect.

                    **"Committee": **One or more committees of theBoard which in the case of Awards granted to officers of the Company shall becomprised solely of two or more outside directors within the meaning of Section162(m).  Any Committee may delegateministerial tasks to such persons (including Employees) as it deemsappropriate.

                    **"Company": **Manufacturers' Services Limited.

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

                    **"Deferred Stock": **A promise to deliver Stock orother 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 doesnot contain any such defined term, then “Disability” shall mean the physical ormental incapacity of the Participant and consequent inability of theParticipant, for a period of six (6) consecutive months or for an aggregate oftwelve (12) months in any twenty-four (24) consecutive month period, to performhis duties with the Company.  Anyquestion as to the existence of the Disability of such Participant as to whichthe Participant and the Company cannot agree shall be determined in writing bya qualified independent physician mutually acceptable to the Participant andthe Company.  If the Participant and theCompany cannot agree as to a qualified independent physician, each shallappoint such a physician and those two physicians shall select a third whoshall make such determination in writing. The determination of Disability made in writing to the Company and theParticipant shall be final and conclusive for all purposes of the Plan.

                    **"Employee": **Any person who is employed by theCompany or an Affiliate.

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

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

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

                    **"Participant": **An Employee, director or otherperson providing services to the Company or its Affiliates who is granted anAward under the Plan.

                    **"Performance Award**":  An Award subject to PerformanceCriteria.  The Committee in itsdiscretion may grant Performance Awards that are intended to qualify for theperformance-based compensation exception under Section 162(m) and PerformanceAwards that are not intended so to qualify.

                    **"Performance Criteria**":  Specified criteria the satisfaction of whichis a condition for the exercisability, vesting or full enjoyment of anAward.  For purposes of PerformanceAwards that are intended to qualify for the performance-based compensationexception under Section 162(m), a Performance Criterion shall mean anobjectively determinable measure of performance relating to any of thefollowing (determined either on a consolidated basis or, as the contextpermits, on a divisional, subsidiary, line of business, project or geographicalbasis 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 continuingoperations or an aggregate or per share basis; return on equity, investment,capital or assets; one or more operating ratios; borrowing levels, leverageratios or credit rating; market share; capital expenditures; cash flow; stockprice; stockholder return; network deployment; sales of particular products orservices; customer acquisition, expansion and retention; or any combination ofthe 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 ofdebt or equity) and refinancings; transactions that would constitute a changeof control; or any combination of the foregoing.  A Performance Criterion measure and targets with respect thereto determinedby the Administrator need not be based upon an increase, a positive or improvedresult or avoidance of loss.

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

                    **"Restricted Stock": **An Award of Stock subject torestrictions requiring that such Stock be redelivered to the Company ifspecified conditions are not satisfied.

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

                    **"SARs": **Rights entitling the holder uponexercise to receive cash or Stock, as the Administrator determines, equal to afunction (determined by the Administrator using such factors as it deemsappropriate) of the amount by which the Stock has appreciated in value sincethe date of the Award.

                    **"Stock": **Common Stock of the Company, parvalue $ .001 per share.

                    **"Stock Options": **Options entitling the recipientto acquire shares of Stock upon payment of the exercise price.

                    **"Subsidiary": **A "subsidiarycorporation," whether now or hereafter existing, as defined in Section424(f) of the Code.

                    **"Unrestricted Stock": **An Award of Stock not subject toany restrictions under the Plan.