Exhibit 4.8


 


MANUFACTURERS’ SERVICES LIMITED


 


2000 EQUITY INCENTIVE PLAN, AS
AMENDED


 


1.                                      DEFINED TERMS


 


Exhibit A, which is incorporated by reference,
defines the terms used in the Plan and sets forth certain operational rules related
to those terms.


 


2.                                      GENERAL


 


The Plan has been established to advance the interests
of the Company by giving Stock-based and other incentives to selected
Employees, directors and other persons (including both individuals and
entities) who provide services to the Company or its Affiliates.


 


3.                                      ADMINISTRATION


 


The Administrator has discretionary authority, subject
only to the express provisions of the Plan, to interpret the Plan; determine
eligibility for and grant Awards; determine, modify or waive the terms and
conditions of any Award; prescribe forms, rules and procedures (which it
may modify or waive); and otherwise do all things necessary 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 terms of the Award so as to affect
adversely the Participant’s rights under the Award, unless the Administrator
expressly reserved the right to do so. 
In the case of any Award intended to be eligible for the performance-based
compensation exception under Section 162(m), the Administrator shall
exercise its discretion consistent with qualifying the Award for such
exception.


 


4.                                      LIMITS ON AWARD UNDER THE PLAN


 


a.                                       Number of Shares. 
A maximum of (1) 2,875,781 shares of Stock, plus (2) any
shares of Stock available under MSL’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
3,273,203 shares of Stock may be issued as ISO Awards under the Plan.


 


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.


 


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 375,000.  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.


 


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 375,000 shares of Stock or their equivalent value in cash, subject to
the limitations of Section 4.c.


 


5.                                      ELIGIBILITY AND PARTICIPATION


 


The Administrator will select Participants from among
those key Employees, directors and other individuals or entities providing
services to the Company or its Affiliates who, in the opinion of the
Administrator, are in a position to make a significant contribution to the
success of the Company and its Affiliates. 
Eligibility for ISOs is further limited to those individuals whose
employment status would qualify them for the tax treatment described in
Sections 421 and 422 of the Code.


 


6.                                      RULES APPLICABLE TO AWARDS


 


a.                                       ALL AWARDS


 


(1)                                 Terms of
Awards. 
The Administrator shall determine the terms of 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 in the Award. 
Moreover, in the 


 


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case of an ISO granted to a Participant who,
at the time the ISO is granted, owns stock representing more than ten percent
(10%) of the total combined voting power of all classes of capital stock of the
Company or any Parent or Subsidiary, the term of the ISO shall be five (5) years
from the date of grant or such shorter term as may be provided in the Award.


 


(2)                                 Performance
Criteria. 
Where rights under an Award depend in whole or in part on satisfaction
of Performance Criteria, actions by the Company that have an effect, however
material, on such Performance Criteria or on the likelihood that they will be
satisfied will not be deemed an amendment or alteration of the Award.


 


(3)                                 Alternative
Settlement. 
The Company may at any time extinguish rights under an Award in exchange
for payment in cash, Stock (subject to the limitations of Section 4) or
other property on such terms as the Administrator determines, provided the
holder of the Award consents to such exchange.


 


(4)                                 Transferability
Of Awards.  Except as the Administrator otherwise
expressly provides, Awards may not be transferred other than by will or by the
laws of descent and distribution, and during a Participant’s lifetime an Award
requiring exercise may be exercised only by the Participant (or in the event of
the Participant’s incapacity, the person or persons legally appointed to act on
the Participant’s behalf).


 


(5)                                 Vesting, Etc. 
Without limiting the generality of Section 3, the
Administrator may determine the time or times at which an Award will vest (i.e., become free of forfeiture restrictions) or become
exercisable and the terms on which an Award requiring exercise will remain
exercisable.  Unless the Administrator
expressly provides otherwise, immediately upon the cessation of the Participant’s
employment or other service relationship with the Company and its Affiliates an
Award requiring exercise will cease to be exercisable and all Awards to the
extent not already fully vested will be forfeited, 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;


 


(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 


 


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SAR could have been exercised
without regard to this Section 6.a.(5), and shall thereupon terminate; and


 


(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 provides
otherwise, a Participant’s “employment or other service relationship with the
Company and its Affiliates” will be deemed to have ceased, in the case of an
employee Participant, upon termination of the Participant’s employment with the
Company and its Affiliates (whether or not the Participant continues in the
service of the Company or its Affiliates in some capacity other than that of an
employee of the Company or its Affiliates), and in the case of any other
Participant, when the service relationship in respect of which the Award was
granted terminates (whether or not the Participant continues in the service of
the Company or its Affiliates in some other capacity).


 


(6)                                 Taxes.  The Administrator will make such provision
for the withholding of taxes as it deems necessary.  The Administrator may, but need not, hold
back shares of Stock from an Award or permit a Participant to tender previously
owned shares of Stock in satisfaction of tax withholding requirements, but not
in excess of the minimum tax withholding rates applicable to the employee.


 


(7)                                 Dividend
Equivalents, Etc.  The
Administrator may provide for the payment of amounts in lieu of cash dividends
or other cash distributions with respect to Stock subject to an Award.


 


(8)                                 Rights
Limited. 
Nothing in the Plan shall be construed as giving any person the right to
continued employment or service with the Company or its Affiliates, or any
rights as a shareholder except as to shares of Stock actually issued under the
Plan.  The loss of existing or potential
profit in Awards will not constitute an element of damages in the event of
termination of employment or service for any reason, even if the termination is
in violation of an obligation of the Company or Affiliate to the Participant.


 


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


 


b.                                       AWARDS REQUIRING EXERCISE


 


(1)                                 Time And
Manner Of Exercise. 
Unless the Administrator expressly provides otherwise, (a) an Award
requiring exercise by the holder will not be deemed to have been exercised
until the Administrator receives a written notice of exercise (in form
acceptable to the Administrator) signed by the appropriate person and
accompanied by any payment required under the Award; and (b) if the Award
is exercised by any person other than the Participant, the 


 


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Administrator may require satisfactory
evidence that the person exercising the Award has the right to do so.


 


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


 


(3)                                 Payment Of
Exercise Price, If Any. 
Where the exercise of an Award is to be accompanied by payment:  (a) all payments will be by cash or
check acceptable to the Administrator, or, if so permitted by the Administrator
(with the consent of the optionee of an ISO if permitted after the grant), (i) through
the delivery of shares of Stock which have been outstanding for at least six
months (unless the Administrator approves a shorter period) and which have a
fair market value equal to the exercise price, (ii) by delivery of a
promissory note of the person exercising the Award to the Company, payable on
such terms as are specified by the Administrator, (iii) by delivery of an
unconditional and irrevocable undertaking by a broker to deliver promptly to
the Company sufficient funds to pay the exercise price, or (iv) by any
combination of the foregoing permissible forms of payment; and (b) where
shares of Stock issued under an Award are part of an original issue of shares,
the Award shall require an 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 ISOs previously granted may extend beyond that date.


 


c.                                       AWARDS NOT REQUIRING EXERCISE


 


Awards of Restricted Stock and Unrestricted Stock may be
made in return for either (i) services determined by the Administrator to
have a value not less than the par value of the Awarded shares of Stock, or (ii) cash
or other property having a value not less than the par value of the Awarded
shares of Stock payable in such combination and type of cash, other property
(of any kind) or services as the Administrator may determine.


 


7.                                      EFFECT OF CERTAIN TRANSACTIONS


 


a.                                       MERGERS, ETC.


 


In the event of a Covered Transaction, all outstanding
Awards shall vest and if relevant become exercisable and all deferrals, other
than deferrals of amounts that are neither measured by reference to nor payable
in shares of Stock, shall be accelerated, immediately prior to the Covered
Transaction and upon consummation of such Covered Transaction all Awards then
outstanding and requiring exercise shall be forfeited unless assumed by an
acquiring or surviving entity or its affiliate as provided in the following
sentence.  In the event of a Covered
Transaction, unless otherwise determined by the Administrator, all Awards that
are payable in shares of Stock and that have not been exercised, exchanged or
converted, as applicable, shall be converted into and represent the right to
receive the consideration to be paid in such Covered Transaction for each share
of Stock into which such Award is exercisable, exchangeable or 


 


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convertible, less the applicable
exercise price or purchase price for such Award.  In connection with any Covered Transaction in
which there is an acquiring or surviving entity, the Administrator may provide
for substitute or replacement Awards from, or the assumption of Awards by, the
acquiring or surviving entity or its affiliates, any such substitution,
replacement or assumption to be on such terms as the Administrator determines,
provided that no such replacement or substitution shall diminish in any way the
acceleration of Awards provided for in this section.


 


b.                                     CHANGES IN AND DISTRIBUTIONS WITH RESPECT TO THE STOCK


 


(1)                                 Basic
Adjustment Provisions. 
In the event of a stock dividend, stock split or combination of shares,
recapitalization or other change in the Company’s capital structure after January 1,
2000, the Administrator will make appropriate adjustments to the maximum number
of shares that may be delivered under the Plan under Section 4.a., and
will also make appropriate adjustments to the number and kind of shares of
stock or securities subject to Awards then outstanding or subsequently granted,
any exercise prices relating to Awards and any other provision of Awards
affected by such change.


 


(2)                                 Certain
Other Adjustments. 
The Administrator may also make adjustments of the type described in
paragraph (1) above to take into account distributions to common stockholders
other than those provided for in Section 7.a. and 7.b.(1), or any other
event, if the Administrator determines that adjustments are appropriate to
avoid distortion in the operation of the Plan and to preserve the value of
Awards made hereunder; provided, that
no such adjustment 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 the
performance-based exception under Section 162(m), except to the extent
consistent with that exception, nor shall any change be made to ISOs except to
the extent consistent with their continued qualification under Section 422
of the Code.


 


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


 


8.                                      LEGAL CONDITIONS ON DELIVERY OF STOCK


 


The Company will not be obligated to deliver any shares
of Stock pursuant to the Plan or to remove any restriction from shares of Stock
previously delivered under the Plan until the Company’s counsel has approved
all legal matters in connection with the issuance and delivery of such shares;
if the outstanding Stock is at the time of delivery listed on any stock
exchange or national market system, the shares to be delivered have been listed
or authorized to be listed on such exchange or system upon official notice of
issuance; and all conditions of the Award have been satisfied or waived.  If the sale of 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 representations or agreements as
counsel for the Company may consider appropriate to avoid violation of such Act.
 The Company may require that
certificates evidencing Stock issued under the Plan bear an appropriate legend
reflecting any restriction on transfer applicable to such Stock.


 


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9.                                      AMENDMENT AND TERMINATION


 


Subject to the last sentence of Section 3, the
Administrator may at any time or times amend the Plan or any outstanding Award
for any purpose which may at the time be permitted by law, or may 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 such
amendment will, without the approval of the stockholders of the Company,
effectuate a change for which stockholder approval is required in order for the
Plan to continue to qualify under Section 422 of the Code and for Awards
to be eligible for the performance-based exception under Section 162(m).


 


10.                               NON-LIMITATION OF THE COMPANY’S RIGHTS


 


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


 


11.                               GOVERNING LAW


 


The Plan shall be construed in accordance with the laws
of the State of Delaware.


 


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EXHIBIT A


 


Definition of
Terms


 


The following terms, when used in the Plan, shall have
the meanings and be subject to the provisions set forth below:


 


“Administrator”:  The Board or, if one or more has been appointed,
the Committee.


 


“Affiliate”:  Any corporation or other entity owning,
directly or indirectly, 50% or more of the outstanding Stock of the Company, or
in which the Company or any such corporation or other entity owns, directly or
indirectly, 50% of the outstanding capital stock (determined by aggregate
voting rights) or other voting interests.


 


“Award”:  Any or a combination of the following:


 


(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 exchangeable for 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 help defray in whole or in part the economic cost
(including tax cost) of the Award to the Participant.


 


“Board”:  The Board of Directors of the Company.


 


“Cash Performance Award”:  A Performance Award payable in cash.  The right of the Company under Section 6.a.(3) to
extinguish an Award in exchange for cash or the exercise by the Company of such
right shall not make an Award otherwise not payable in cash a Cash Performance
Award.


 


“Code”:  The U.S. Internal Revenue Code of 1986 as from
time to time amended and in effect, or any successor statute as from time to
time in effect.


 


“Committee”:  One or more committees of the Board which in the
case of Awards granted to officers of the Company shall be comprised solely of
two or more outside directors 


 


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within the meaning of Section 162(m).  Any Committee may delegate ministerial tasks
to such persons (including Employees) as it deems appropriate.


 


“Company”:  Celestica Inc.


 


“Covered Transaction”:  Any of (i) a consolidation or merger in
which the Company is not the surviving corporation or which results in the
acquisition of at least 40% of the Company’s then outstanding common stock by a
single person or entity or by a group of persons and/or entities acting in
concert, (ii) a sale or transfer of all or substantially all the Company’s
assets, or (iii) a dissolution or liquidation of the Company.


 


“Deferred Stock”:  A promise to deliver Stock or other 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 does not
contain any such defined term, then “Disability” shall mean the physical or
mental incapacity of the Participant and consequent inability of the
Participant, for a period of six (6) consecutive months or for an
aggregate of twelve (12) months in any twenty-four (24) consecutive month
period, to perform his duties with the Company. 
Any question as to the existence of the Disability of such Participant
as to which the Participant and the Company cannot agree shall be determined in
writing by a qualified independent physician mutually acceptable to the
Participant and the Company.  If the
Participant and the Company cannot agree as to a qualified independent
physician, each shall appoint such a physician and those two physicians shall
select a third who shall make such determination in writing.  The determination of Disability made in
writing to the Company and the Participant shall be final and conclusive for
all purposes of the Plan.


 


“Employee”:  Any person who is employed by the Company or an
Affiliate.


 


“Existing Plan”:  MSL’s Second Amended and Restated Non-Qualified Stock
Option Plan.


 


“ISO”:  A Stock Option intended to be an “incentive stock
option” within the meaning of Section 422 of the Code.  No Stock Option Awarded under the Plan will
be an ISO unless the Administrator expressly provides for ISO treatment.


 


“MSL”: 
Manufacturers’ Services Limited.


 


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


 


“Participant”:  An Employee, director or other person providing
services to the Company or its Affiliates who is granted an Award under the
Plan.


 


“Performance Award”:  An Award subject to Performance Criteria.  The Committee in its discretion may grant
Performance Awards that are intended to qualify for the performance-based
compensation exception under Section 162(m) and Performance Awards
that are not intended so to qualify.


 


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“Performance Criteria”:  Specified criteria the satisfaction of which is a
condition for the exercisability, vesting or full enjoyment of an Award.  For purposes of Performance Awards that are
intended to qualify for the performance-based compensation exception under Section 162(m),
a Performance Criterion shall mean an objectively determinable measure of
performance relating to any of the following (determined either on a
consolidated basis or, as the context permits, on a divisional, subsidiary,
line of business, project or geographical basis 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
continuing operations or an aggregate or per share basis; return on equity,
investment, capital or assets; one or more operating ratios; borrowing levels,
leverage ratios or credit rating; market share; capital expenditures; cash
flow; stock price; stockholder return; network deployment; sales of particular
products or services; customer acquisition, expansion and retention; or any
combination of the 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 of debt or equity) and refinancings; transactions that would
constitute a change of control; or any combination of the foregoing.  A Performance Criterion measure and targets
with respect thereto determined by the Administrator need not be based upon an
increase, a positive or improved result or avoidance of loss.


 


“Plan”:  The Celestica Inc. 2000 Equity Incentive Plan as from time to time
amended and in effect.


 


“Restricted Stock”:  An Award of Stock subject to restrictions
requiring that such Stock be redelivered to the Company if specified conditions
are not satisfied.


 


“Section 162(m)”:  Section 162(m) of the Code.


 


“SARs”:  Rights entitling the holder upon exercise to
receive cash or Stock, as the Administrator determines, equal to a function
(determined by the Administrator using such factors as it deems appropriate) of
the amount by which the Stock has appreciated in value since the date of the
Award.


 


“Stock”:  Subordinate Voting
Shares of the Company.


 


“Stock Options”:  Options entitling the recipient to acquire shares
of Stock upon payment of the exercise price.


 


“Subsidiary”:  A “subsidiary corporation,” whether now or
hereafter existing, as defined in Section 424(f) of the Code.


 


“Unrestricted Stock”:  An Award of Stock not subject to any restrictions
under the Plan.


 


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