**Exhibit10.55**

 

April 29, 2003

 

 

 

Mr. Bert Notini

36 Andover Country Club Lane

Andover, MA 01810

 

Dear Bert:

 

The following confirms the recent changes to the terms of youremployment with Manufacturers’ Services Ltd. (“the Company”):

 

Your position is Executive Vice President and Chief Financial Officer.Your place of work is our Concord, Massachusetts Corporate Headquarters. Youreport directly to me in my capacity as the Chairman, President and ChiefExecutive Officer of the Company.

 

Within 30 days of the date hereof, the Nominating and CorporateGovernance Committee of Board of Directors shall nominate you to the Board toserve as a Director of the Company.

 

Your compensation consists of the following:

 

•                  Base Salary is hereby increased effectiveJanuary 1, 2003 to the bi-weekly rate of $15,384.62 ($400,000.00 per annum)payable in accordance with the Company’s payroll practices and procedures.  On the first pay date following yourexecution and delivery of this letter agreement, you will receive a one-timepayment equal to the difference between your base salary as set forth above andyour base salary as set forth in your employment letter dated January 31, 2002for the period commencing January 1, 2003 and ending on the date you executeand deliver this letter agreement to me. It is our compensation practice to review your base salary annually.

 

•                  You will receive a one-time lump sumpayment in the amount of $400,000.00 (“the Additional Payment”), payable nolater than January 31, 2004.  In theevent that your employment is terminated before December 31, 2003 (i) by youfor Good Reason, (ii) by death, or (iii) by the Company without Cause, theAdditional Payment will become due and payable immediately, and shall be paidto you or your estate in a lump sum no later than 30 days after the date youremployment is terminated.

 

In the event that your employment is terminated beforeDecember 31, 2003 (i) by the Company for Cause, (ii) by you voluntarily withoutGood Reason, or (iii) as a result of a Change in Control of the Company (asspecified in and subject to the provisions of the Change in Control Agreementbetween you and the Company dated October 19, 2000), you will be paid withinten (10) days of such termination the pro-rata portion of the Additional Paymentcalculated from January 1, 2003 up to the date of the termination of youremployment at the rate of $7,692.30 per week.

 

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•                  Your target incentive bonus is 90% ofyour Base Salary, under the Company’s 2003 Cash Incentive Bonus Plan (“2003Plan”). The amount of bonus you earn will be based on the Company achieving orexceeding specified financial or other targets.  All cash incentive compensation is paid annually.  Notwithstanding any provision of the 2003Cash Incentive Bonus Plan, the amount of Additional Payment will not beincluded in calculating the Company’s financial targets under the 2003plan.  This plan may be changed fromyear to year.  You will also be eligibleto earn a Super Achievement bonus if the Company exceeds establishedtargets.  This plan may be changed fromyear to year.

 

•                  You accrue vacation at a rate of 4 weeksper year in accordance with the Company’s vacation policy.

 

•                  You have been granted an option topurchase 200,000 shares of the Company’s stock pursuant to the Company’sNon-Qualified Stock Option Plan. The option price is $5.15. This stock optionwas approved by the Compensation Committee on February 26, 2003.

 

In addition to the compensation set forth above, youcurrently receive health and life insurance and other employee benefits inaccordance with the terms and conditions of the Company’s respective Companybenefit plans and policies in force and effect, which may be changed, expandedor diminished from time to time during the course of your employment by theCompany.  The Company will also continueto pay the premium on your $1 million term life insurance policy as long as youremain employed at the Company.  This isin addition to the $250,000 life insurance offered as part of the Company’sbasic employee benefit program.

 

Your employment ison an at-will basis, and either you or the Company may terminate youremployment, at any time, with or without “Cause” (as defined herein).  If your employment is terminated (i) by theCompany (and for this purpose the Company includes any successor in interest)other than for Cause, (ii) due to death, or (iii) by you with Good Reason, youwill be entitled to salary continuation payments during the 12-month periodfollowing termination and we will also pay your entire COBRA costs during such12-month period. The total of all salary continuation payments excluding COBRA,which shall be payable in 26 equal installments in accordance with theCompany’s payroll practices and procedures, shall be an amount equal to the sumof (i) your Base Salary for the fiscal year in which your employment isterminated, plus (ii) your on target bonus compensation for the then currentfiscal year provided that the total payment shall not be more than two (2)times your base salary for the year in which your employment isterminated.  Salary continuationpayments shall terminate upon your breach of the ConfidentialityAgreement.  In further consideration forthe salary continuation payments, you will sign and deliver to the Company ageneral release reasonably satisfactory to the Company. In the event that youbecome eligible for and elect to receive Severance Payments and healthinsurance benefits pursuant to the Change in Control Agreement (as SeverancePayments are defined in Section 6 therein), then such Severance Payments andhealth insurance benefits shall be in lieu of any salary continuation paymentsor COBRA costs to be paid to you as specified in this paragraph.

 

For purposes ofthis letter:

 

(a)           “Cause” means (i) your willful andcontinued failure substantially to perform your duties (other than (x) as aresult of total or partial incapacity due to physical or mental illness, or (y)for Good Reason), (ii) your dishonesty in the performance of your duties, (iii)your breach of the Confidentiality

 

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Agreement or (iv) yourconviction of, or the entry of a plea of guilty by you to, a felony involvingyour personal conduct under the laws of the United States or any state thereofor conviction of, or the entry of a plea of guilty to, a crime involving yourpersonal conduct in any other jurisdiction which crime would constitute afelony under the laws of the United States or any state thereof if such crimehad been committed within the jurisdiction of the United States or any statethereof.

 

(b)           “Good Reason” means:

 

(i)            youare removed from your position of Executive Vice President and Chief FinancialOfficer for any reason other than for Cause;

 

(ii)           youare not appointed to the Board of Directors of the Company within 30 days ofthe date of this letter;

 

(ii)           youare assigned duties, responsibilities or place of work that are inconsistent,in a material respect, with the scope of duties and responsibilities or placeof work associated with your position as set forth in the second sentence ofthis letter, or you are required to report directly to any person other than mein my capacity as Chairman and Chief Executive Officer of the Company;

 

(iii)          breachby the Company of any of its material employment obligations to you; or

 

(iv)          yourBase Salary or the percentage of your Base Salary used to calculate yourIncentive Bonus is reduced other than for reasons of your performance afterwritten notice and a reasonable opportunity to cure.

 

Your employment will be subject to, and the terms of this letter will beinterpreted in accordance with, the laws of the Commonwealth of Massachusettswithout regard to its conflict of laws rules.

 

The foregoing terms and conditions supersede any prior discussionsrelated to your employment by the Company. Provided, however, that this letter in no way limits your rights underyour Change in Control Agreement with the Company dated October 19, 2000.  Please acknowledge your acceptance of theseterms and conditions by signing, dating and returning the enclosed duplicateoriginal of this offer letter to me.

 
| Sincerely,                  |
|-----------------------------|
|                        |
|                        |
|                        |
| Robert C. Bradshaw          |
| Chairman, President and CEO |
|                        |
|                        |
| Accepted and Agreed:        |   |   |   |   |
|                        | Albert A. Notini | Date |
|                        |
| cc:                         | Dewayne E. Rideout, Senior Vice President, Human  Resources |
|                             |  |  |  |  |  |

 

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