Exhibit 4.3

February 16, 2005 (Revised May 24, 2007 by direction of the Board of Directors)

Kirk K Mandy
234 Old Quarry Road
Woodlawn, Ontario

Dear Kirk:

The Board of Directors of Zarlink  Semiconductor Inc.  ("Zarlink") is pleased to
offer you employment as President and Chief  Executive  Officer on the following
terms and  conditions.  Note that all figures are in Canadian  dollars,  and all
compensation will be subject to the usual statutory  deductions.  This agreement
will terminate your interim CEO assignment agreement dated January 31, 2005.

1. Work Responsibilities

You will be employed  full-time in the position of President and CEO,  reporting
to the Board of Directors.  You will remain a director  although you will not be
considered independent.

In this position,  you will devote your best efforts, and your full time, skill,
labour 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 the Board 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 the prior written authorisation of the Chairman of the
Board. 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 CAD $550,000.

In addition,  you will be eligible to earn an annual incentive  payment starting
for Fiscal  2006,  conditional  upon your  successful  achievement  of  specific
objectives  agreed by the Board in each fiscal  year.  Your  incentive at target
performance will be 60% of your base salary and at exceptional  performance will
be 90% of your base salary.

Incentive  objectives  for each fiscal year will be reviewed and finalized  with
the Board and  communicated to you no later than 60 days after the  commencement
of our fiscal year.

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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 incentives earned will be paid out to you by the
end of May. Please note that if you are not employed by Zarlink on the incentive
assessment  date, any incentive  payment for the fiscal year in which you depart
will be at the Board's sole discretion.

3. Stock Options

The  Board has  approved  a grant of seven  hundred  and  fifty  (750)  thousand
options,  pursuant to Zarlink's 1991 Employee Stock Option Plan (a copy of which
is enclosed).  The option grant will provide for staggered  equal vesting over a
period of 4 years commencing one year from the date of grant.

The  options  will be  granted  on  February  24th,  2005 and will be  priced in
accordance  with the pricing formula under the Option 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 of the Plan.

You will continue to 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  Great West 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  with  the use of one  fully  paid  company  vehicle
(inclusive of lease, fuel, insurance and maintenance costs). You may select your
choice of vehicle,  subject to a maximum capital cost of $90,000. If you wish to
have use of additional vehicles as part of the Zarlink fleet, you will be wholly
responsible for any related lease, fuel and maintenance costs. If you decide not
to  acquire  a company  vehicle,  you will be paid an annual  car  allowance  of
$25,000.

6. Pension

You will be eligible to participate in the Canadian  Executive  Pension Program.
Zarlink  will  contribute  15% of your base salary to this  program on an annual
basis.

7. Vacation

Zarlink  will  provide you with paid  vacation  leave of 4 weeks per fiscal year
plus 1 day per year of bridged service over 15 years, 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

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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.

8. 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 this Agreement form part of the terms and conditions of this employment
agreement.

9. 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 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 three
      months 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

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      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 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,  then 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):

            (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.

            (iv) You will receive  continued 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. This coverage will be provided in accordance with the
            then current  company policy for providing post  termination  health
            benefits. Please note

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            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.

            (v) 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 Zarlink  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.

            (vi) 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.

10. Non-Competition and Non-Solicitation Obligations

We both  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.

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 (as defined in subparagraph 9(a) above):

      (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's (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.

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11. 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.

12. 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, February 25th, 2005

All of us at Zarlink look forward to working with you to meet the challenges and
opportunities facing our dynamic company.

Zarlink Semiconductor Inc
Signed H. Simon, Board Chair.              Revised May 24, 2007 by direction of
                                           the Board
                                                   /s/ Don McIntyre
                                                   -----------------------------
                                                   D. McIntyre,
                                                   Corporate Secretary

Acknowledgement and Acceptance
I,  Kirk  Mandy,  have  read and  reviewed,  in their  entirety,  this  offer of
employment dated February 16th, 2005, 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  ___________________  as of this   _______day of February, 2005.

signed: K. Mandy                           Revised May 24, 2007

                                                   /s/ Kirk Mandy
                                                   -----------------------------
                                                   Kirk Mandy