Exhibit 4.4

May , 2003 (Revised May 24, 2007 by direction of the Board)

Mr. Scott Milligan
2972 Peak Place,
Oakville, Ontario
L6H 5T1

Dear Scott:

I am pleased to offer you employment as Senior Vice President, Finance and Chief
Financial Officer of Zarlink  Semiconductor Inc.  ("Zarlink") , on the following
terms and conditions.

Your place of work will be the  Zarlink  offices  located  in  Ottawa,  Ontario,
Canada.  You will be  expected  to locate with your family to the Ottawa area by
calendar year end.

This offer,  once  accepted,  will  constitute an employment  agreement  between
Zarlink and you. Please note that all figures are in Canadian  dollars,  and all
compensation will be subject to the usual statutory deductions.

1. Work Responsibilities

You will be employed full-time in the position of Senior Vice President, Finance
and Chief  Financial  Officer,  reporting to myself as President  and CEO.  Your
starting  date  will be no  later  than  June 9,  2003 and  will be  earlier  if
possible.

In this position,  you will devote your best efforts,  and your full time, skill
and  attention to carrying out your duties and to promoting the interests of the
company.   You  will  well  and  faithfully  perform  all  services  and  duties
customarily associated with your position,  together with such additional duties
and responsibilities as may be assigned by myself from time to time.

You agree not to be employed or engaged in any other  capacity  (including  as a
director) in promoting, undertaking or carrying on any other business apart from
that of Zarlink, without my prior written authorization.  This does not preclude
you from any passive or personal  investments that you may wish to hold,  unless
with a competitor of the company,  in which case you will advise the Board prior
to  making  such  investments,  unless  the  investments  are  made  through  an
independently  managed fund or your  ownership  represents  less than 0.1 % of a
corporation's publicly traded shares.

2. Salary and Bonus

Your annual base salary will be $300,000. ($335,000. at May 24, 2007)

In  addition,  you  will  be  eligible  to  earn an  annual  incentive  payment,
conditional  upon successful  achievement of the annual  objectives of Zarlink's
Pay for  Performance  ("PFP") Plan. If all  objectives of the Plan are met, your
target  incentive  payment  will be equal  to 50% of your  base  salary.  If the
Financial  Component  of the Plan is  exceeded,  you can earn up to 150% on that

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portion  of  your   individual   incentive  plan  attributed  to  the  financial
performance of the Company (currently 60% of your target incentive).

Incentive  objectives  for each fiscal year will be reviewed and finalized  with
the Board and  communicated  to you no later than early May each year (within 45
days after the commencement of Zarlink's fiscal year).

By the  middle of May each  year  (the  "Incentive  Assessment  Date"),  Zarlink
assesses the achievement of the previous year's  objectives,  and calculates any
earned incentive amounts. Any incentive earned will be paid to you by the end of
May.  Please  note  that  you  must be  employed  by  Zarlink  on the  Incentive
Assessment  Date, in order to be eligible to receive any incentive for the prior
fiscal year.

3. Stock Options

The Board has approved a grant of fifty thousand (50,000)  options,  pursuant to
Zarlink"s  1991 Employee  Stock Option Plan (a copy of which is  enclosed).  The
option  grant will  provide for equal  annual  vesting  over a period of 4 years
commencing one year from the date of grant.

The options will be priced at the current market price in effect on the date you
accept this offer of  employment,  pursuant to the formula set out in the Plan .
Your specific  rights and  entitlements  relating to the options,  including any
rights arising upon the cessation of  employment,  will be governed by the terms
and conditions of the Plan.

You will be included among those  executives whose stock options will be subject
to accelerated vesting in the event of a Change in Control, as defined by and in
accordance with the enclosed Board Resolution dated January 11, 2000.

4. Benefits

Zarlink  maintains a comprehensive  group employee benefits plan, made available
to our employees through Canada Life. Enclosed you will find a benefits brochure
which describes the available  benefits.  Your  eligibility for coverage and for
benefits will be determined in accordance with the specific terms and conditions
of the benefits plan.

5. Car Lease

Zarlink  will  provide you an annual car  allowance  of  $18,000.  which will be
taxable  as income.  In  addition  Zarlink  will  provide  fuel,  insurance  and
maintenance  for one  company  vehicle if you choose to lease a company  vehicle
under the GE Capital  lease plan.  Currently the plan requires that the employee
pay 20% of the capital  cost of the company car to GE Capital as a down  payment
and the monthly  payments will be based on the 80% balance.  You may select your
choice of vehicle and monthly lease costs for that vehicle will be deducted from
your biweekly pay. If you wish to have use of additional vehicles as part of the
fleet,   Zarlink  will  provide  insurance  coverage  but  you  will  be  wholly
responsible for any related lease, fuel and maintenance costs.


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                                      -3-

6. Pension

You will be entitled to participate in the Canadian Executive Pension Plan which
provides a combination of annual payments by Zarlink into an RRSP and a SERP for
your  benefit.  The  annual  funding  cost paid by  Zarlink  is 15% of your base
salary. Enclosed is a copy of the pension plan description.

7. Relocation

Zarlink  will  provide a home sale  guarantee  for your  current  home under its
Guaranteed Home Sale Program and relocation assistance to Ottawa as described in
Zarlink's Domestic Relocation Agreement (copies of both enclosed).

8. Vacation

Zarlink  will provide you with paid  vacation  leave of 4 weeks per fiscal year,
accrued in equal  bi-weekly  instalments.  If you have not used all of your paid
vacation  leave for a given fiscal year,  you may carry forward a maximum of 150
hours into the next fiscal year. In accordance with Zarlink's policy, any unused
remainder will be forfeited absent prior special  arrangement.  In addition,  of
course, Zarlink will provide you with paid statutory holidays and with any other
leave you are entitled to receive,  all in accordance with employment  standards
legislation.

9. Confidentiality of Information and Ownership of Proprietary Property

As a condition  of your  acceptance  of this offer,  you are required to provide
Zarlink  with an executed  original of the enclosed  Confidentiality  Agreement.
Please note the ongoing nature of the obligations set out in the Agreement.  The
terms of the Confidentiality  Agreement form part of the terms and conditions of
this employment agreement.

10. Cessation of Employment

      (a)   Definitions

      For the purposes of this employment  agreement,  the following definitions
      apply:

      "Incapacity"   means  any  permanent  physical  or  mental  incapacity  or
      disability which prevents you from performing the essential duties of your
      position,  with no  reasonable  prospect of  recovery,  as  determined  by
      Zarlink on the basis of medical evidence satisfactory to the Board.

      "Good Just Cause" means any grounds at common law for which an employer is
      entitled to dismiss an employee  without notice or compensation in lieu of
      notice.

      "Termination Date" means:

      (i) if Zarlink  terminates  your  employment,  the date  designated by the
      company  as the  last day of your  employment  (without  reference  to any
      applicable


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                                      -4-

      notice period to which you may be entitled,  whether under statute, common
      law, contract, or otherwise);

      (ii) if you resign your employment with Zarlink, the date which is the end
      of the three months  notice  period or such shorter  notice  period as the
      parties agree;

      (iii) if you die, the date of death;

      (iv) if this employment agreement is frustrated, which includes but is not
      limited to Incapacity,  the date  designated by Zarlink as the last day of
      your employment.

      (b)   Notice of Resignation

      You may resign at any time,  for any reason,  upon giving a minimum of one
      month advance  written  notice to Zarlink.  Zarlink  reserves the right to
      require you to immediately return all company property at any point during
      the  resignation  notice  period,  and  to  require  you to  refrain  from
      attending at the workplace  during any portion of the  resignation  notice
      period.

      (c)   Entitlements upon Resignation, Termination for Good Just Cause

      If you resign or your  employment is terminated for Good Just Cause,  then
      you will be entitled to receive any compensation, benefits and perquisites
      which  have  accrued  up to the  Termination  Date,  but you  will  not be
      entitled  to receive  other  compensation  of any  nature,  whether  under
      contract,  statute,  common law or otherwise.  Your rights  respecting any
      options,  which have been granted to you, will be determined in accordance
      with the terms of the Zarlink 1991 Stock Option Plan.

      (d)   Entitlements upon Death, Frustration of Contract

      If you die, or  frustration  of this  employment  agreement  occurs (which
      includes but is not limited to Incapacity),  then you (or your estate,  in
      the event of your death)  will be  entitled  to receive any  compensation,
      benefits and perquisites  which have accrued up to the  Termination  Date,
      but you will not be  entitled  to receive  other  compensation  (except as
      provided  in  insurance  plans) of any  nature,  whether  under  contract,
      statute,  common law or  otherwise.  Your rights  respecting  any options,
      which have been granted to you, will be determined in accordance  with the
      terms of the Zarlink 1991 Stock Option Plan.

      (e)   Entitlements upon Termination without Good Just Cause

      If Zarlink terminates your employment without Good Just Cause, you will be
      provided with the following termination package (which is inclusive of any
      statutory  entitlements you may have under applicable employment standards
      legislation, and will be provided net of required deductions):

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                                      -5-

            (i)   You will  receive  payment in a lump sum of an amount equal to
                  two times your then current  annual base salary.  This payment
                  will be made within 30 business days following the Termination
                  Date.

            (ii)  You will receive payment in a lump sum of an amount in lieu of
                  bonus  equal to two  times  your  target  annual  bonus.  This
                  payment  will be made within 30 business  days  following  the
                  Termination Date.

            (iii) If you are then participating in the Zarlink Executive Pension
                  Plan,  you will receive  payment of two year's  regular annual
                  contribution to the Executive  Pension Plan. This payment will
                  be made  within 30 business  days  following  the  Termination
                  Date.

            (ii)  You will  receive  continued  group life and  health  benefits
                  coverage  until  the  earlier  of  two  years   following  the
                  Termination  Date or 30 days  after you  secure  substantially
                  similar  replacement  coverage through  re-employment.  Please
                  note that long-term  disability coverage will not be continued
                  after the  Termination  Date.  You will be  required to notify
                  Zarlink  in  writing  forthwith  if you  secure  substantially
                  similar replacement coverage, during the continuation period.

            (iv)  You will have six months  following the  Termination  Date (or
                  until the natural expiry date of your stock options, whichever
                  is  earlier),  to exercise any stock  options  which have been
                  granted to you under the Zarlnk  1991  Stock  Option  Plan and
                  which have  vested as of the last day of that 6 month  period.
                  In all other  respects,  your rights  respecting  any options,
                  which  have  been  granted  to  you,  will  be  determined  in
                  accordance  with the terms of the  Zarlink  1991 Stock  Option
                  Plan.

            (iii) All  perquisites  such as company cars and the like will cease
                  30 days following the Termination Date.

      (f)   Resignation of Office

            If your  employment  ends for any  reason,  you  agree to  resign in
            writing  effective  upon the  Termination  Date  from any  office or
            directorship  held  with  the  Zarlink  or with  any  subsidiary  or
            affiliated company.

11. Non-Competition and Non-Solicitation Obligations

You agree that it could seriously harm Zarlink's  legitimate  business interests
if you took  unfair  advantage  of the special  knowledge  you will gain in your
executive  position,  to compete with Zarlink.  Accordingly,  you agree that the
restrictions  set out below are reasonably  required to protect  Zarlink and its
goodwill from unfair  competition.  You also  acknowledge that your agreement to
such restrictions is of essence to this employment  agreement,  and that Zarlink
would not enter into this  employment  agreement  without your  agreement to the
restrictions set out in this paragraph.

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                                      -6-

If your employment with ZARLINK ceases for reasons other than "without Good Just
Cause", you agree that for a period of one (1) year from the Termination Date
and in the case of termination "without Good Just Cause" for a period of two (2)
years from the Termination Date:

      (a) you will not  participate  (as an employee or  consultant,  executive,
      director  or  significant  investor  (greater  than  20%) in any  business
      operating  anywhere in the world that competes directly with the principal
      businesses of Zarlink (or its successor);

      (b) you will not directly or indirectly solicit any of Zarlink's customers
      for business in competition with Zarlink (or its successors); and,

      (c) you will not  solicit,  entice,  approach  or induce any of  Zarlink's
      employees  or  consultants  to  leave  their  employment  or to end  their
      consultancy  arrangements  with  Zarlink  (or  its  successor)  or to join
      another business or organization.

12. Choice of Law and Jurisdiction

This  employment  agreement will be governed by and construed in accordance with
the laws of the Province of Ontario, Canada, without regard to the principles of
conflicts of law, and will in all respects be treated as an Ontario contract. In
the event of a dispute,  you agree that any legal  proceedings  must be taken in
the City of Ottawa, in the Province of Ontario,  Canada,  and you hereby consent
to attorn to the jurisdiction of the Ontario courts.

13. Whole Agreement

By  accepting  this offer of  employment,  you are  agreeing  that the terms and
conditions  set out in this offer  (including  the terms and  conditions  of any
documents  enclosed)  represent the entire agreement relating to your employment
with the  company;  that any and all  previous  agreements  or  representations,
written  or oral,  are  hereby  terminated  and  cancelled;  and that you hereby
release  Zarlink from any and all claims  whatsoever  under or in respect of any
such previous agreements or representations.

We trust that you will find this offer of  employment  responsive to your needs.
To signify your  acceptance,  please sign below,  and return one complete signed
original of this offer and of the  enclosed  Agreement  to the  attention of Don
McIntyre, no later than close of business, May 19th, 2003.

The executive  management  team and I are looking forward to working with you to
meet the challenges and opportunities facing our dynamic company.

Zarlink Semiconductor Inc.        Revised May 24, 2007 by direction of the Board

                                  /s/ Don McIntyre
                                  ---------------------------------------
Per: signed: Pat Brockett         D. McIntyre, Corporate Secretary
President and CEO

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                                      -7-

Acknowledgement and Acceptance

I, Scott  Milligan,  have read and reviewed,  in their  entirety,  this offer of
employment  dated  May,  2003,  and  the  documents  enclosed.  I  have  had  an
opportunity  to ensure that I clearly  understand the terms and conditions of my
employment  with  Zarlink,  and I have had the  opportunity  to  confer  with an
independent  legal advisor if I so wished, in advance of accepting this offer of
employment.  I hereby  represent  and confirm to Zarlink that I am not under any
contractual  or other legal  obligation,  which  prevents me from accepting this
offer of employment or from abiding by the terms and conditions of my employment
with  Zarlink.  I accept  this offer of  employment,  and agree to the terms and
conditions as set out.

Dated at  ___________________ this   ___day of  May 2003.

Signed Scott Milligan

Revised May 24, 2007

/s/ Scott Milligan
-----------------------
Scott Milligan