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# **Exhibit 10.42**

# **AGREEMENT AND GENERAL RELEASE**

 

**Manufacturers’ Services Ltd., 300 BakerAvenue, Concord, Massachusetts 01742, and its affiliates, subsidiaries,divisions, successors and assigns (collectively referred to throughout thisAgreement as “Employer”), and James N. Poor, (“Employee”) agree that:**

 

**1.**                                      **Termination****Date.** Employee’s termination dateshall be May 3, 2002 (the “Termination Date”).

 

a.                                       If Employeeelects to continue medical and dental coverage under Employer’s medical anddental plans in accordance with the continuation requirements of COBRA,Employee shall pay for the cost of such coverage as outlined in the COBRAcommunication that will be forwarded by The Stanton Group, to Employee’s homeaddress.  The Company shall pay the Employeefor up to eighteen (18) months a monthly payment equivalent to the Companyshare (80%) of Medical and Dental Cobra costs. For the remainder of 2002, the payment will be a net payment of$5,665.50.  In 2003, the amount will beadjusted to reflect changes in COBRA rates and an additional eleven months’ netpayment will be made in January 2003. Such payments will terminate if you terminate your participation in theCOBRA coverage provided by the Company and any excess payments made by theCompany to you shall be promptly repaid to MSL.

 

b.                                      Employee will bepaid all accrued and unused vacation as of the Termination Date, in the firstpaycheck following the Termination Date.

 

c.                                       Employee’sparticipation in Employer’s short- and long-term disability insurance planswill terminate on the Termination Date.

 

**2.**                                      **Consideration.** In exchange for Employee’s agreement to the terms of this Agreement andGeneral Release (“Agreement”), Employer shall consider Employee’s separation ofemployment to be a mutual agreement.  Inaddition, Employer shall do the following:

 

a.                                       Employer shallpay salary continuation to Employee (notwithstanding Employee’s death) for atwelve (12) month period following the Termination Date, less legally requiredand voluntarily-authorized deductions, and Employee’s target incentivecompensation for 2002, for a total sum of $222,500.00.  This amount will begin to be paid inaccordance with MSL’s payroll practices and procedures following the EffectiveDate of this Agreement and shall terminate in the event of any material breachby Employee of the Agreement with Respect to Confidential Information andInventions and Non-Competition (the “Non-Competition Agreement”) that Employeeentered into with Employer on January 23, 1998.

 

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b.                                      Employer willprovide you out-placement assistance up to a maximum of $20,000.00.

 

c.                                       Employee shallhave until November 3, 2002 to exercise stock options which have vested as ofthe Termination Date.

 

**3.**                                      **NoConsideration Absent Execution of this Agreement.** Employee understands and agrees that Employee would not receive themonies and/or benefits specified in paragraph “2” above, except for Employee’sexecution of this Agreement and General Release and the fulfillment of thepromises contained herein.

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**4.**                                      **ReviewPeriod.**  Employee has until June 13, 2002 to considerthis Agreement.  Employee is advised toconsult with an attorney of Employee’s choosing prior to executing thisAgreement.

 

### **5.**                                      **Revocation****.**  Employee may revoke this Agreement for a period of seven (7) daysfollowing the day Employee executes this Agreement.  Any revocation within this period must be submitted, in writing,to Alan Cormier and state, “I hereby revoke my acceptance of our Agreement andGeneral Release.”  The revocation mustbe personally delivered to Alan****Cormieror his designee, or mailed to:

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### Alan Cormier

### Vice President and General Counsel

### Manufacturers’ Services Ltd

### 300 Baker Ave Suite 106

### Concord, MA 01742

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### If Employee mails arevocation, it must be postmarked within seven (7) days of execution of thisAgreement.  This Agreement shall notbecome effective or enforceable until the revocation period has expired (the“Effective Date”).  If the last day ofthe revocation period is a Saturday, Sunday, or legal holiday in Massachusetts,then the revocation period shall not expire until the next following day whichis not a Saturday, Sunday, or legal holiday.

 

### **6.**                                      **General Release of Claims****. **Employee knowingly andvoluntarily releases and forever discharges Employer, its parent corporation,affiliates, subsidiaries, divisions, successors and assigns and the current,former and future employees, attorneys, officers, directors and agents thereof(collectively referred to as “Releasees”), of and from any and all claims,known and unknown, which Employee has or may have against Releasees as of thedate of execution of this Agreement, including, but not limited to, any allegedviolation of;

 

•                                          TheNational Labor Relations Act, as amended;

 

•                                          TitleVII of the Civil Rights Act of 1964, as amended;

 

•                                          Sections1981 through 1988 of Title 42 of the United States Code, as amended;

 

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•                                          TheEmployee Retirement Income Security Act of 1974, as amended;

 

•                                          TheImmigration Reform Control Act, as amended;

 

•                                          TheAmericans with Disabilities Act of 1990, as amended;

 

•                                          TheAge Discrimination in Employment Act of 1967, as amended;

 

•                                          TheFair Labor Standards Act, as amended;

 

•                                          TheOccupational Safety and Health Act, as amended;

 

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

 

•                                          TheMassachusetts Wage and Hour Laws, G.L. c. 151;

 

•                                          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;

 

•                                          EqualPay Law for Massachusetts, as amended;

 

•                                          Anyother federal, state or local civil or human rights law or any other local,state or federal law, regulation or ordinance;

 

•                                          Anypublic policy, contract, tort, or common law; or

 

•                                          Anyallegation for costs, fees, or other expenses including attorneys’ feesincurred in these matters.

 

### **7.**                                      **Affirmations****.**  Employee affirms that Employee has not filed, caused to be filed,or presently is a party to any claim, complaint, or action against Employer inany forum or form.  Employee furtheraffirms that Employee has been paid and has received all leave (paid orunpaid), compensation, wages, bonuses, commissions, and/or benefits to whichEmployee may be entitled and that no other leave (paid or unpaid),compensation, wages, bonuses, commissions and/or benefits are due to Employee,except as provided in this Agreement. Employee furthermore affirms that Employee has no known workplaceinjuries or occupational diseases and has been provided and/or has not beendenied any leave requested under the Family and Medical Leave Act.

 

### **8.**                                      **Confidentiality****.**  Employee agrees not to disclose any information regarding theexistence or substance of this Agreement, except to his spouse, an attorneyand/or tax advisor with whom Employee chooses to consult regarding Employee’sconsideration of this Agreement.

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### **9.**                                      **Cooperation****.**  Employee shall cooperate fully with Employer in the defense orprosecution of any claims or actions now in existence or which may be broughtin the future against or on behalf of Employer which relate to events oroccurrences that transpired while Employee was employed by Employer.  Employee’s full cooperation in connectionwith such claims or actions shall include, but not be limited to, beingavailable to meet with counsel to prepare for discovery or trial and to act asa witness on behalf of Employer.  Duringand after Employee’s employment, Employee shall also cooperate fully withEmployer in connection with any investigation or review by any federal, stateor local regulatory authority as any such investigation relates to events oroccurrences that transpired while Employee was employed with Employer.  Employee further agrees to execute anddeliver to Employer any security and other agreements, instructions,statements, certificates, replacement option grants, or other documents, andtake any and all such other actions that relate to matters that were within thescope of Employee’s authority while an employee or officer of Employer, as maybe requested by Employer, to effect, confirm or further assure or protectEmployer’s interests.

 

### **10.**                               **No Future Application for Employment****.**  Employee shall not apply in the future foremployment with Employer.

 

### **11.**                               **Governing Law and Interpretation****.** This Agreementshall be governed and conformed in accordance with the laws of the Commonwealthof Massachusetts without regard to its conflict of laws provisions.  In the event Employee breaches any provisionof this Agreement, Employee and Employer affirm that either may institute anaction to specifically enforce any term or terms of this Agreement.  Venue for all such actions will be in thestate or federal courts of the Commonwealth of Massachusetts.  Should any provision of this Agreement 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 in full force and effect.

 

### **12.**                               **Non-admission of Wrongdoing****.**  Employee agrees that neither this Agreement nor the furnishing ofthe consideration for this Release shall be deemed or construed at any time forany purpose as an admission by Employer of any liability or unlawful conduct ofany kind.

 

### **13.**                               **Amendment****.**  This Agreement may not be modified, altered or changed exceptupon express written consent of both Parties wherein specific reference is madeto this Agreement.

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**14.**                               **EntireAgreement.**  This Agreement sets forth the entireagreement between the parties hereto, and fully supersedes any prior agreementsor understandings between the parties, except the Non-CompetitionAgreement.  Employee acknowledges thatEmployee has not relied on any representations, promises, or agreements of anykind made to Employee in connection with Employee’s decision to sign thisAgreement, except for those set forth in this Agreement.

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**EMPLOYEEACKNOWLEDGES THAT EMPLOYEE HAS BEEN ADVISED IN WRITING THAT EMPLOYEE HAS ATLEAST TWENTY-ONE (21) DAYS TO CONSIDER THIS AGREEMENT AND GENERAL RELEASE ANDIS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT ANDGENERAL RELEASE.**

 

**HAVING ELECTEDTO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES SETFORTH HEREIN, AND TO RECEIVE THEREBY THE CONSIDERATION SET FORTH IN PARAGRAPH“2” ABOVE, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERSINTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASEALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST EMPLOYER.**

 

IN WITNESS WHEREOF, the parties heretoknowingly and voluntarily-executed this Agreement and General Release as of thedates set forth below:

 
| **Employee**            | **Manufacturers’  Services Ltd.** |
|-------------------------|----------------------------------------|
|                    |                                   |
|                    |                                   |
|  /s/ James N. Poor |                                   | By: |  /s/ Alan Cormier |
| James N. Poor           |                                   | Alan Cormier |
|                    |                                   | Vice President and General Counsel |
|                    |                                   |   |
|  May 7, 2002       |                                   |  May 3, 2002 |
| Date                    |                                   | Date |

 

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