THE 1998 MOLEX STOCK OPTION AND RESTRICTED STOCK PLAN

(As Amended and Restated as of January 1, 2005)

ARTICLE I.               GENERAL

1.1                   Name of Plan.  The name of the plan described in detail herein shall be The 1998 Molex Stock Option and Restricted Stock Plan (formerly known as “The 1998 Molex Incorporated Stock Option Plan” and hereinafter referred to as the“Plan”).

1.2                   Purpose.  The purpose of the Plan is to induce certain designated employees to remain in the employ of Molex Incorporated, a Delaware corporation, (the “Company”) or any of its subsidiaries and affiliates, and to encourage such employees to secure or increase on reasonable terms their stock ownership in the Company.  The Company believes the Plan will promote continuity of management and increase incentive and personal interest in the welfare of the Company by those who are primarily responsible for shaping, carrying out the long-range plans of the Company and securing its continued growth and financial success.

1.3                   Eligibility.  Any regular employee of Molex Incorporated or any of its subsidiary companies and affiliated companies, subject to the terms and conditions of the Plan, may be granted an option or a restricted stock award under this Plan.  Notwithstanding the foregoing, the following Company personnel shall be ineligible:  any director or executive officer of Molex Incorporated or any “key employee” within the meaning of §409A of the Internal Revenue Code of 1986, as amended (the “Code”).

ARTICLE II.              TERM OF PLAN

2.1                   Effective Date.  Upon approval by the stockholders, this amendment and restatement of the Plan shall become effective as of January 1, 2005.

2.2                   Expiration.  This Plan shall expire October 31, 2009, unless terminated earlier by the Board of Directors, and no option or restricted stock award shall be granted after such expiration date.

ARTICLE III.            STOCK SUBJECT TO PLAN

3.1                   Class of Stock.  The stock that shall be subject to options or restricted stock awards granted under the Plan shall be Molex Incorporated Class A Common Stock, $.05 par value (the “Stock”).

3.2                   Number of Shares.  Twelve million-five hundred thousand (12,500,000) shares of the Stock shall be reserved for issue upon the exercise of options or restricted stock awards granted under the Plan.

3.3                   Source of Stock.  Upon the exercise of options or as restricted stock awards vest under the Plan, the Stock shall be issued from either authorized but unissued stock or Treasury stock as directed by the Committee.

3.4                   Expired, Forfeited or Canceled Options.  If any such options granted under the Plan shall expire, be forfeited or canceled for any reason without having been exercised in full, the unpurchased or unexercised shares subject thereto shall again be available for the purposes of the Plan.

ARTICLE IV.            ADMINISTRATION

4.1                   Committee.  A committee (the “Committee”) shall administer the Plan under the terms, conditions and powers set forth herein.

4.2                   Makeup of the Committee.  The Committee shall consist of at least two members appointed by the Board of Directors of the Company.  No members of the Committee may be eligible to participate in the Plan.

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4.3                   Action by the Committee.   A majority of the members of the Committee shall constitute a quorum.  All determinations of the Committee shall be made by a majority of its members.  Unless and until the Board of Directors shall appoint such Committee, the whole Board of Directors shall constitute the Committee. Any decision or determination reduced to writing and signed by a majority of the members shall be fully as effective as if it had been made by a majority vote at a meeting duly called and held.

                        If not specified in the Plan, the time at which the Committee must or may take any determination shall be determined by the Committee, and such determination may thereafter by modified by the Committee. Any action, determination, interpretation or other decision by the Committee with respect to the Plan shall be final, conclusive and binding on all persons and entities, including the Company, its affiliates, any eligible employee, any person claiming any rights under the Plan from or through any grantee of an award under the Plan, and stockholders, except to the extent the Committee may subsequently modify, or take further action not inconsistent with, its prior action.

4.4                   Power to Grant Options.  Subject to the express provisions of the Plan, the Committee shall have complete authority, in its sole discretion, to determine the employees to whom, and the time or times at which, options shall be granted, the option periods, the vesting schedule and the number of shares to be subject to each option, and such other terms and provisions of the option agreements (which need not be identical).  In making such determinations, the Committee may take into account the nature of the services rendered by the respective employees, their present and potential contribution to the Company’s success, and such other factors as the Committee in its discretion shall deem relevant.

4.5                   Power to Buy Option Stock.  The Committee, in its sole discretion, if it believes that a particular optionee is suffering under an undue financial hardship, may cause the Company to buy as Treasury Stock up to fifty percent  (50%) of the option stock actually exercised by that particular optionee.  In such a case, the Company shall pay to the optionee the fair market value of the shares of option stock at the time the Committee elects to repurchase.

4.6                   Power to Grant Restricted Stock Awards.  Subject to the express provisions of the Plan, the Committee shall have complete authority, in its sole discretion, to determine the employees to whom, and the time or times at which, restricted stock awards shall be granted, the vesting schedule and the number of shares to be subject to each award, and such other terms and provisions of the awards (which need not be identical).  In making such determinations, the Committee may take into account the nature of the services rendered by the respective employees, their present and potential contribution to the Company’s success, and such other factors as the Committee in its discretion shall deem relevant.

4.7                   Other Powers.  The express grant of any specific power to the Committee, or the taking of any action of the Committee, shall not be construed as limiting any power or authority of the Committee. Subject to and consistent with the provisions of the Plan, the Committee shall have full power and authority, in its sole discretion, to:

Ÿ

 

correct any defect or supply any omission or reconcile any inconsistency,

 

Ÿ

 

construe and interpret the Plan, the rules and regulations relating to it, or any other instrument entered into or relating to an award under the Plan,

 

Ÿ

 

make any determinations, provide any procedures or rules, enter into any agreements necessary to comply with any applicable tax laws, rules and regulations and in particular Code §409A,

 

Ÿ

 

make all other determinations, including factual determinations, necessary or advisable for the administration of the Plan.

ARTICLE V.              GRANT OF OPTION OR RESTRICTED STOCK AWARD

5.1                   Price.  The acquisition price of any of the shares of Stock granted under this Plan may be any percentage of the fair market value of the Stock of the Company on the date of grant as determined by the Committee including 0%.

5.2                   Fair Market Value.  For the purposes of this Article, fair market value shall be the closing price of the Stock on the date of granting the option as reported by the Wall Street Journal.

5.3                   Evidence of Option.  Options granted shall be evidenced by agreements, warrants, and/or other instruments in such form as the Committee shall deem advisable and shall contain such terms, provisions, and conditions not inconsistent herewith as may be determined by the Committee.

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5.4                   Rights as a Shareholder.  An optionee shall have no rights as a stockholder with respect to shares covered by his option until the day of issuance of stock certificate to him and after such shares are fully paid.

5.5                   Grant of Restricted Stock Award.  The Committee shall have the complete authority, in its sole discretion, to determine the eligible employees to whom a restricted stock award shall be granted, the vesting schedule, the number of shares to be subject to each award, and such other terms and provisions of the awards.

5.6                   Evidence of Restricted Stock Award.  Restricted stock awards granted shall be evidenced by agreements, warrants, and/or other instruments in such form as the Committee shall deem advisable and shall contain such terms, provisions, and conditions not inconsistent herewith as may be determined by the Committee.

ARTICLE VI.            EXERCISE OF OPTION

6.1                   Initial Waiting Period.  No option shall be exercisable until at least one year after the date of grant.

6.2                   Vesting Periods.  After the initial waiting period, an optionee may exercise his option to the extent that the shares covered by said option become vested.  The vesting schedule is as follows:

a.  

 

Normal Vesting.  The shares covered by such an option shall vest in amounts and times determined by the Committee in its sole discretion; provided that the time in which an option becomes one hundred percent (100%) vested cannot exceed eight (8) years.

 

b.  

 

Accelerated Vesting.  Notwithstanding the foregoing, all options shall immediately vest one hundred percent (100%) and become immediately exercisable for a period of one (1) year after one of the following events:

 

(1)

 

Death;

 

(2)

 

Total disablement;

 

(3)

 

Retirement, if all of the following conditions at the time of termination of employment are met:

 

 

(a)

 

the optionee has reached age 59˝; and

 

(b)

 

the optionee was employed at least fifteen (15) years with the Company and/or any of its subsidiaries; and

 

(c)

 

The Committee has determined that the reason for termination is due to retirement.

 

 

(4)

 

Termination not covered above, but only if all of the following conditions are met at the time of termination of employment:

 

 

(a)

 

the optionee has reached age 55; and

 

(b)

 

the optionee accepts termination subject to a written program or agreement adopted in furtherance of a planned employee reduction plan.

 

 

c.  

 

Modified Accelerated Vesting Upon Termination Pursuant to a Termination Agreement.  Notwithstanding anything herein to the contrary, any outstanding unvested options shall vest in the following manner and to the extent set forth below but only if

 

 

(1)

 

The optionee was employed at least twenty (20) years with the Company and/or any of its subsidiaries or the Committee finds, in its sole discretion, that the optionee is deemed to have achieved a certain key management position; and

 

(2)

 

The optionee’s employment was terminated by the Company pursuant to a written termination agreement having a term for a stated period of time from the date of separation (the “Term”) during which the optionee agrees to certain obligations running in favor of the Company and/or the Company agrees to give optionee certain benefits.

 

 

If all the conditions set forth above have been satisfied, the unvested shares of each of the optionee’s outstanding options shall vest during the Term in any manner and in any amounts (or not at all) that the Committee, in its sole discretion, shall deem appropriate, but not later than the date when the shares of each particular option would have otherwise vested.

 

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6.3                   Cumulative Rights.  The right to exercise any option as set forth in Section 6.2 shall be cumulative.  That is, an optionee may exercise in any given year those shares he could have exercised in a previous year but did not.

6.4                   Expiration.  No option may be exercised after one (1) year from the date the option becomes one hundred percent (100%) vested.

6.5                   Form of Exercise.   The option may only be exercised according to the terms and conditions established by the Committee, consistent with the limits set forth herein, at the time the option is granted; provided, however, that the Committee, in its discretion, may require that any optionee shall receive only the net shares of Stock provided under such option after subtracting the aggregate exercise price and amounts for withholding of applicable taxes from the fair market value of the Stock subject to the option as of the date of exercise. Subject to the foregoing terms and conditions, an option may be exercised by a written notice delivered to the Company’s principal office of the optionee’s intent to exercise the option with respect to a specified number of shares of Stock along with payment to the Company of the amount of the aggregate option purchase price for the number of shares of Stock exercised.  Stock that is already owned by an optionee may be tendered as all or part of the aggregate option purchase price.  If Stock is used for payment, it shall be valued at the closing price on the date of exercise as reported by the Wall Street Journal.

ARTICLE VII.           TERMINATION OF OPTION

7.1                   Expiration Date.  Every option granted under this Plan shall terminate and expire at the earliest of

a.

 

the date of expiration set when such option was granted; or

 

b.

 

one (1) year after one of the events set forth in Subsection 6.2b; or

 

c.

 

one (1) year after the shares of an option become 100% vested as set forth in Subsection 6.2c or earlier upon breach of the termination agreement; or

 

d.

 

the end of the month following the month in which an optionee’s employment is involuntarily terminated for any reason except for misconduct or pursuant to the circumstances set forth in Subsections 6.2b or c; or

 

e.

 

the day of an optionee’s voluntary termination not covered by the above subsections of this Section 7.1 or termination due to misconduct.

 

ARTICLE VIII.         TRANSFERABILITY

8.1                   Non-Transferable.  No option or restricted stock award granted under the Plan is transferable, and only the optionee can exercise any option granted during his or her life subject to Section 8.2 of this Article.

8.2                   Death.  In the event of the death of an optionee while still employed by the Company or a parent or a subsidiary, his option, to the extent he or she could have exercised it on the date of his or her death, may be exercised by the personal representative of the estate of the optionee within one (1) year after the date of his or her death in accordance with the terms established by the Committee at the time the option was granted, but (as set forth in Article VII) not later than the expiration date set forth in Section 6.4.

ARTICLE IX.            ADJUSTMENT OF NUMBER OF SHARES

9.1                   Stock pidends.  In the event that a pidend shall be declared upon the Stock payable in shares of Stock, the number of shares of stock then subject to any such option or restricted stock award and the number of shares reserved for issuance pursuant to the Plan, but, not yet covered by an option or restricted stock award, shall be adjusted by addition to each such share the number of shares which would be distributable thereon if such share had been outstanding on the date fixed for determining the stockholders entitled to receive such stock pidend.

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9.2                   Reorganization.  In the event that the outstanding shares of the Stock shall be changed into or exchanged for a different number of kind of shares of Stock or other securities of the Company, or of another corporation, whether through reorganization, recapitalization, stock split up, combination of shares merger or consolidation, then, there shall be substituted for each share of Stock subject to any such option or restricted stock award and for each share of Stock reserved for issuance pursuant to the Plan, but, not yet covered by an option or restricted stock award, the number and kind of shares of Stock or other securities into which each outstanding share of Stock shall be so changed or for which each such share of Stock shall be exchanged.

9.3                   Other Changes.  In the event there shall be any change, other than as specified above in this Article, in the number or kind of outstanding shares of the Stock or of any stock or other securities into which such stock shall have been changed or for which it shall have been exchanged, then, if the Committee shall, in its sole discretion, determine that such change equitably requires an adjustment in the number or kind of shares theretofore reserved for issuance pursuant to the Plan, but, not yet covered by an option or restricted stock award and of the shares then subject to an option or restricted stock award, such adjustments shall be made by the Committee and shall be effective and binding for all purposes of the Plan and of each option or restricted stock award.

9.4                   Adjusted Option Price.  In the case of any substitution or adjustment as provided for in this Article, the option price in each stock option agreement for each share covered thereby prior to such substitution or adjustment will be the option price for all shares of Stock or other securities which shall have been substituted for such share or to which such share shall have been adjusted pursuant to this Article.

9.5                   Fractional Shares.  No adjustment or substitutions provided for in this Article shall require the Company in any stock option agreement to sell a fractional share, and the total substitution or adjustment with respect to each stock option agreement shall be limited accordingly.

ARTICLE X.              SECURITIES REGULATION

10.1                Registered Stock.  The Company shall not be obligated to sell or issue any shares under any option or restricted stock award granted hereunder unless and until the shares with respect to which the option or restricted stock award is being exercised are effectively registered or exempt from registration under the Securities Act of 1933 and for any other federal or state law governing the sale and issuance of such shares or any securities exchange regulation to which the Company might be subject.

10.2                Unregistered Stock.  In the event the shares are not effectively registered, but can be issued by virtue of an exemption, the Company may issue option shares to an optionee if the optionee represents that he is acquiring such shares as an investment and not with a view to, or for sale in connection with, the distribution of any such shares.  Certificates for shares of Stock thus issued shall bear an appropriate legend reciting such representation.

ARTICLE XI.            TRANSITION RULES FOR 2005 AND THEREAFTER

11.1               Effective Date and Applicability.  Notwithstanding any other provision of the Plan or any award agreement to the contrary, with respect to any option or restricted stock awarded under the Plan that the Committee determines to be subject to Code §409A, the provisions of this Article XI shall be effective as of January 1, 2005 and shall apply only to those employees who are subject to United States income tax laws.

11.2               Options Vesting in 2005. Notwithstanding any provision under the Plan or any option agreements to the contrary, any option granted under the Plan that vests during 2005 and has not been exercised as of December 1, 2005 shall be automatically exercised as of December 1, 2005. The payment of the net shares under any such option, after applicable tax withholding, shall be made as soon as administratively practicable after December 1, 2005.

11.3               Options Vesting on or after January 1, 2006.  Any options granted under the Plan which vest on or after January 1, 2006 shall be automatically exercised as of such vesting date and the payment of the net shares under any such option, after applicable tax withholding, shall be made as soon as administratively practicable after such exercise date.

11.4                Authority To take Action To Comply with §409A. The Board of Directors of the Company and/or the Committee shall have the authority to adopt such amendments to the Plan and to take any and all such actions as may be necessary or appropriate to comply in good faith with Code §409A and any Treasury Regulations or similar guidance issued thereunder. With respect to any outstanding option agreements subject to Code §409A, the Committee shall have the authority to enter into consent agreements with the optionees for purposes of modifying the applicable terms of such outstanding option agreements in order to bring them into compliance with Code §409A and the provisions of this Article XI.

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ARTICLE XII.           AMENDMENT AND TERMINATION

12.1                Authority.Subject to Section 12.2, the Board of Directors may, at any time and from time to time, alter, amend, suspend, discontinue or terminate the Plan in whole or in part without the approval of the Company’s stockholders, except that any amendment or alteration shall be subject to approval of the Company’s stockholders if such approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the shares of Stock may be listed or quoted.

12.2                Awards Previously Granted. Except as otherwise specifically provided in the Plan or an award agreement under the Plan, no termination, amendment, or modification of the Plan shall adversely affect in any material way any award previously granted under the Plan without the written consent of the grantee of such award.

ARTICLE XIII.         MISCELLANEOUS

13.1                No Contract of Employment. Any participation under the Plan shall not be construed as giving an employee a future right of employment with the Company. Employment remains at the will of the Company.

13.2                Governing Law. This Plan and all matters relating to this Plan shall be interpreted and construed under the laws of the state of Illinois.

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THE 2005 MOLEX INCENTIVE STOCK OPTION PLAN

(Effective October 28, 2005)

ARTICLE I.               GENERAL

1.1               Name of Plan - The name of the plan described in detail herein shall be The 2005 Molex Incentive Stock Option Plan (the "Plan").

1.2               Purpose - The purpose of the Plan is to induce certain designated employees and the directors to remain in the employ of Molex Incorporated, a Delaware corporation (the "Company"), and any of its subsidiaries, and to encourage such employees and directors to secure or increase on reasonable terms their stock ownership in the Company.  The Company believes the Plan will promote continuity of management and increase incentive and personal interest in the welfare of the Company by those who are primarily responsible for shaping, carrying out the long-range plans of the Company and securing its continued growth and financial success.

It is also the purpose of the Plan (except where otherwise noted) to meet the requirements §422(a) of the Internal Revenue Code, as amended.  Thus, all provisions of the Plan shall be interpreted and construed with this goal in mind.

1.3               Eligibility - The following persons shall be eligible to receive a grant under the Plan:  any director or executive officer of Molex Incorporated.

ARTICLE II.         TERM OF PLAN

2.1               Effective Date - The Plan shall become effective upon adoption by the Board of Directors of the Company subject to the subsequent approval by the stockholders of the Company within one (1) year of adoption by the Board of Directors.  If the stockholders do not approve the Plan within one (1) year of adoption, then this Plan shall cease to exist and all options granted hereunder shall become void.

2.2              Expiration - This Plan shall expire October 31, 2010 and no option shall be granted on or after such expiration date.  However, expiration of the Plan shall not affect outstanding unexpired options previously granted.

ARTICLE III.        STOCK SUBJECT TO PLAN

3.1              Class of Stock - The stock that shall be subject to option under the Plan shall be Molex Incorporated Class A Common Stock, par value 5˘ per share (the "Stock").

3.2              Number of SharesFive hundred thousand (500,000) shares of the Stock shall be reserved for issue upon the exercise of options granted under the Plan. The Stock issued under the Plan may be treasury shares purchased on the open market or otherwise, authorized but unissued shares, or reacquired shares.

3.3              Expired, Forfeited or Canceled Options - If any such options granted under the Plan shall expire, be forfeited or canceled for any reason without having been exercised in full, the unexercised shares subject thereto shall again be available for the purpose of the Plan.

ARTICLE IV.        ADMINISTRATION

4.1              Committee - A committee (the "Committee") shall administer the Plan under the terms and conditions and powers set forth herein

4.2              Makeup of the Committee - The Committee shall consist of two or more members of the Board of Directors of the Company.  In the absence of any action by the Board to the contrary, the Committee shall be the Compensation Committee of the Board of Directors.

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4.3              Action by the Committee - A majority of the members of the Committee shall constitute a quorum.  All determinations of the Committee shall be made by a majority of its members.  Any decision or determination reduced to writing and signed by a majority of the members of the Committee shall be fully as effective as if it had been made by a majority vote at a meeting duly called and held.

                   If not specified in the Plan, the time at which the Committee must or may take any determination shall be determined by the Committee, and such determination may thereafter by modified by the Committee. Any action, determination, interpretation or other decision by the Committee with respect to the Plan shall be in its sole discretion and be final, conclusive and binding on all persons and entities, including the Company, its affiliates, any eligible employee, any person claiming any rights under the Plan from or through any grantee of an award under the Plan, and stockholders, except to the extent the Committee may subsequently modify, or take further action not inconsistent with, its prior action.

4.4              Power to Grant Options - Subject to the express provisions of the Plan, the Committee shall have complete authority, in its sole discretion, to determine the employees to whom, and the time or times at which, options shall be granted, the option periods, the vesting schedule and the number of shares to be subject to each option, and such other terms and provisions of the option agreements (which need not be identical).  In making such determinations, the Committee may take into account the nature of the services rendered by the respective employee, his or her present and potential contribution to the Company’s success, and such other factors as the Committee in its discretion shall deem relevant.  With the exception of Section 4.6, the Committee shall have no power to grant options to directors who are not employees of the Company or to set the terms and conditions thereof.

4.5              Grants of Incentive Stock Option and Nonqualified Stock Options - The Committee shall have complete authority, in its sole discretion, to determine at the time an option is granted whether such option shall be an incentive stock option qualified under §422 of the Internal Revenue Code, as amended, (ISO) or whether such option shall be a nonqualified stock option.  Unless the option agreement states otherwise, all options granted shall be ISOs.  The number of shares for which options may be granted to any one person in any calendar year shall be limited and cannot exceed the following:

a.  

 

Overall Limitation - With respect to any option (whether ISOs or nonqualified), ten percent (10%) of the number of shares reserved for the Plan as set forth in Section 3.2 (adjusted as set forth in Article IX) or two hundred-fifty thousand (250,000) shares (adjusted as set forth in Article IX), whichever is less.

 

b.  

 

Incentive Stock Option Limitation - In addition, with respect to ISOs, the number of shares that are subject to options that are first exercisable in any given succeeding calendar year shall not have a fair market value (as determined on the date of grant) that exceeds:

 

 

Ÿ

 

One Hundred Thousand Dollars ($100,000)

 

                    LESS

 

Ÿ

 

the aggregate fair market value (as determined at the respective times of their grants) of those shares of all prior ISOs that are exercisable in said succeeding calendar year.

 

4.6              Automatic Grant of Options to Outside Directors - Notwithstanding Sections 4.4 and 4.5, each director who is not an employee of the Company shall receive only an automatic nondiscretionary stock option grant on the date of the Annual Stockholders Meeting every year during the term of the Plan.  Any option granted to a director who is not an employee of the Company shall be a nonqualified stock option.  The amount of shares subject to the options that will be automatically granted to each outside director for each year shall be the amount of shares equal to 200 multiplied by the number of years of service or fraction thereof.  The amount of shares for each year of service shall increase to 500 shares per year or fraction thereof, if all of the following financial conditions are met for the fiscal year immediately ended prior to the grant:

Ÿ

 

The Company’s net profits (after taxes) are at least ten percent (10%) of the net sales revenue as reported in the audited financial statements; and

 

Ÿ

 

The Company’s net sales revenue increase as compared to the prior year’s net sales revenue as reported in the audited financial statements exceeds one and one-half (1.5) times the "Worldwide Growth" of the general connector market as determined by at least one outside independent connector consultant.  If more than one consultant is used, the average growth shall be the Worldwide Growth.  The disinterested directors shall have the authority to choose the consultant or consultants.

 

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Notwithstanding the foregoing, no option grant to an outside director shall exceed the lesser of 3,000 shares or the number of shares whose fair market value on the date of grant does not exceed $100,000.00.

4.7              Other Powers - The express grant of any specific power to the Committee, or the taking of any action of the Committee, shall not be construed as limiting any power or authority of the Committee. Subject to and consistent with the provisions of the Plan, the Committee shall have full power and authority, in its sole discretion, to

Ÿ

 

correct any defect or supply any omission or reconcile any inconsistency,

 

Ÿ

 

construe and interpret the Plan, the rules and regulations relating to it, or any other instrument entered into or relating to an award under the Plan,

 

Ÿ

 

make any determinations, provide any procedures or rules, enter into any agreements necessary to comply with any applicable tax laws, rules and regulations,

 

Ÿ

 

make all other determinations, including factual determinations, necessary or advisable for the administration of the Plan.

 

ARTICLE V.                    GRANT OF OPTION

5.1              Option Price - The option price shall be the fair market value of the Stock on the date of granting the option.  Notwithstanding, the foregoing, only in the case of an ISO grant, if an optionee owns more than ten percent (10%) of the voting power of all classes of the Company’s stock, then the option price shall be one hundred-ten percent (110%) of the fair market value of the Stock on the date of granting the option.

5.2              Fair Market Value - For the purposes of this Plan, fair market value shall be the closing price of the Stock on the date of granting the option as reported by the Wall Street Journal.

5.3              Evidence of Option - Options granted shall be evidenced by agreements, warrants, and/or other instruments in such form as the Committee shall deem advisable and shall contain such terms, provisions and conditions not inconsistent herewith as may be determined by the Committee.

ARTICLE VI.       EXERCISE OF OPTION

6.1              Initial Waiting Period - No option shall be exercisable until at least one (1) year after the date of grant, unless one of the events set forth in Section 6.4 occurs.

6.2              Vesting Periods - After the initial waiting period, an optionee may exercise his option to the extent that shares covered by said option become vested.  The vesting schedule is as follows:

a.  

 

Normal Vesting. If an option grant is an ISO, or if an option is granted to an outside director, the shares covered by such an option shall vest to the maximum extent of 25% of the total number of shares covered thereby during each of the succeeding four (4) years, each commencing with the anniversary of the grant.

 

b.  

 

Other Vesting. In all other options not falling within the scope of Section 6.2a, the shares covered by an option shall vest in amounts and at times the Committee, in its sole discretion, shall determine.  The Committee shall also specifically have the power to change the vesting schedule of any previously granted options to a schedule which is more favorable to the option holder; provided, however, that no such options shall vest in amounts greater than, or at times prior to, the amounts and times such options would have vested if such options were within the scope of Section 6.2a.

 

c.  

 

Maximum Vesting. Notwithstanding the foregoing, all options must vest one hundred percent (100%) within ten (10) years from the date of grant.

 

6.3              Cumulative Rights - The right to exercise any option as set forth in Section 6.2 shall be cumulative.  That is, an optionee may exercise in any given year those unexpired shares he could have exercised in a previous year but did not.

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6.4              Accelerated Vesting - Notwithstanding the foregoing, all options shall immediately vest and become immediately exercisable for a period of one (1) year after one of the following events:

a.  

 

Death; or

 

b.  

 

Total disablement; or

 

c.  

 

Retirement, if all of the following conditions are met at the time of termination of employment:

 

 

(1)  

 

The optionee has reached age 59˝; and

 

(2)  

 

The optionee was employed at least fifteen (15) consecutive years with the Company and/or any of its subsidiaries; and

 

(3)  

 

The Committee has determined that the reason for termination is due to retirement; and

 

(4)  

 

The option is intended to be an ISO.  If the option is not intended to be an ISO, the Committee, in its sole discretion, may allow accelerated vesting to any extent it desires without regard to whether the optionee is retiring.

 

6.5              Expiration - No option may be exercised more than two (2) years from the date the option becomes one hundred percent (100%) vested.  Notwithstanding the foregoing, all ISOs must be exercised within one (1) year from the date the option becomes one hundred percent (100%) vested.

6.6              Form of Exercise - The option may only be exercised according to the terms and conditions established by the Committee, consistent with the limits set forth herein, at the time the option is granted.  Subject to the foregoing terms and conditions, an option may be exercised by a written notice delivered to the Company’s principal office of intent to exercise the option with respect to a specified number of shares of Stock and payment to the Company of the amount of the option purchase price for the number of shares of Stock with respect to which the option is then exercised.  The payment may be either in cash or in stock of the Company.  If stock is used for payment, such stock shall be valued at the closing price as reported by the Wall Street Journal on the date of exercise.

6.7              Tax Withholding – Option exercises under the Plan may be subject to income tax withholding, and the Company would be obligated to collect the tax applicable to such income.  The Committee may, in its discretion, satisfy that tax obligation by withholding from the shares to be delivered in connection with the award a number of shares having a value equal to the minimum statutory federal income tax withholding, plus state, if applicable, and payroll taxes.  The value of each share to be withheld will be the fair market value of the Stock at the time of the exercise. 

6.8              Rights as a Shareholder - An optionee shall have no rights as a stockholder with respect to shares covered by his option until the day of issuance of a stock certificate to him and until after such shares are fully paid.

ARTICLE VII.      TERMINATION OF OPTION

        Every option granted to each optionee under this Plan shall terminate and expire at the earliest of:

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the date of expiration set when such option was granted; or

 

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one (1) year after one of the events set forth in Section 6.4; or

 

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immediately upon termination of employment of the optionee with the Company (or termination of position as an outside director) or any of its subsidiaries for any reason except if his employment is terminated by reason of one of the events set forth in Section 6.4.

ARTICLE VIII.     TRANSFERABILITY

8.1              Non-Transferable - Any option granted under the Plan is not transferable and can be exercised only by the optionee during his life subject to Section 8.2 of this Article.

8.2              Death - In the event of the death of an optionee while totally disabled, retired, or still employed by the Company or a parent or a subsidiary, his option, to the extent he could have exercised it on the date of his death, may be exercised by the personal representative of the estate of the optionee within one (1) year after the date of his death in accordance with the terms established by the Committee at the time the option was granted, but (as set forth in Article VII) not later than the expiration date set forth in Section 6.5.

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ARTICLE IX.        ADJUSTMENT OF NUMBER OF SHARES

9.1              Stock Dividends - In the event that a dividend shall be declared upon the Stock payable in shares of stock of the Company, the number of shares of stock then subject to any such option and the number of shares reserved for issuance pursuant to the Plan, but, not yet covered by an option, shall be adjusted by adding to each such share the number of shares which would be distributable thereon (or any equivalent value of Stock as determined by the Committee in its sole discretion) if such share had been outstanding on the date fixed for determining the stock holders entitled to receive such stock dividend.

9.2              Reorganization - In the event that the outstanding shares of Stock shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the Company, or of another corporation, whether through reorganization, recapitalization, stock split up, combination of shares, merger or consolidation, then, there shall be substituted for each share of Stock subject to any such option and for each share of Stock reserved for issuance pursuant to the Plan, but, not yet covered by an option, the number and kind of shares of stock or other securities into which each outstanding share of Stock shall be so changed or for which each such share of Stock shall be exchanged.

9.3              Other Changes - In the event there shall be any change, other than as specified above in this Article, in the number or kind of outstanding shares of stock of the Company or of any stock or other securities into which such stock shall have been changed or for which it shall have been exchanged, then, if the Committee shall, in its sole discretion, determine that such change equitably requires an adjustment in the number or kind of shares theretofore reserved for issuance pursuant to the Plan, but, not yet covered by an option and of the shares then subject to an option or options, such adjustments shall be made by the Committee and shall be effective and binding for all purposes of the Plan and of each stock option agreement.  Notwithstanding the foregoing, with respect to options granted to directors, the Committee shall make those adjustments under this Article IX only to the extent necessary to preserve the economic benefit of an unexercised option.

9.4              Adjusted Option Price - In the case of any substitution or adjustment as provided for in this Article, the option price in each stock option agreement for each share covered thereby prior to such substitution or adjustment will be the option price for all shares of Stock or other securities which shall have been substituted for such share or to which such share shall have been adjusted pursuant to this Article.

9.5              Fractional Shares - No adjustment or substitutions provided for in this Article shall require the Company to sell a fractional share, and the total substitution or adjustment with respect to each stock option agreement shall be limited accordingly.

ARTICLE X.                    SECURITIES REGULATION

10.1            Registered Stock - The Company shall not be obligated to sell or issue any shares under any option granted hereunder unless and until the shares with respect to which the option is being exercised are effectively registered or exempt from registration under the Securities Act of 1933 and from any other federal or state law governing the sale and issuance of such shares or any securities exchange regulation to which the Company might be subject.

10.2           Unregistered Stock - In the event the shares are not effectively registered, but, can be issued by virtue of an exemption, the Company may issue option shares to an optionee if the optionee represents that he is acquiring such shares as an investment and not with a view to, or for sale in connection with, the distribution of any such shares.  Certificates for shares of Stock thus issued shall bear an appropriate legend reciting such representation.

ARTICLE XI.        MISCELLANEOUS

11.1            No Contract of Employment - A grant or participation under the Plan shall not be construed as giving an optionee a future right of employment with the Company.  Employment remains at the will of the Company.

11.2            Governing Law - This Plan and all matters relating to the Plan shall be interpreted and construed under the laws of the State of Illinois.

11.3            Amendment of Plan - The Board of Directors, at its discretion, may amend the Plan at any time, subject to stockholder approval if required by SEC rules or the listing requirements of any national securities exchanges or trading systems on which any of the Company’s equity securities are listed.

11.4            Termination of Plan - The Board of Directors may, at its discretion, terminate the Plan at any time for any reason.  Termination of the Plan shall not affect unexpired outstanding options previously granted.

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APPENDIX E

THE 2000 MOLEX LONG-TERM STOCK PLAN

(As of October 28, 2005)

ARTICLE I.   GENERAL

1.1               Name of Plan - The name of the plan described in detail herein shall be The 2000 Molex Long-Term Stock Plan (the “Plan”).

1.2              Purpose - The purpose of the Plan is to reward and induce certain designated key management employees to remain in the employ of Molex Incorporated, a Delaware corporation (the “Company”), and any of its subsidiaries, and to encourage such employees to secure or increase their stock ownership in the Company through the grant of both stock options and/or stock bonuses.  The Company believes the Plan will promote continuity of management and increase incentive and personal interest in the welfare of the Company by those who are primarily responsible for shaping, carrying out the long-range plans of the Company and securing its continued growth and financial success.

1.3              Eligibility - The following persons shall be eligible to receive a grant under the Plan: any executive officer of Molex Incorporated or any member of the Executive Management Committee.

ARTICLE II.  TERM OF PLAN

2.1               Effective Date - The Plan shall become effective upon adoption by the Board of Directors of the Company subject to the subsequent approval by the stockholders of the Company within one (1) year of adoption by the Board of Directors.  If the stockholders do not approve the Plan within one (1) year of adoption, then this Plan shall cease to exist and all options granted hereunder shall become void.

2.2              Expiration - This Plan shall expire October 31, 2010 and no option shall be granted or stock bonuses awarded on or after such expiration date.  However, expiration of the Plan shall not affect outstanding unexpired options previously granted.

ARTICLE III.                STOCK SUBJECT TO PLAN

3.1              Class of Stock - The stock that shall be subject to award under the Plan shall be Molex Incorporated Class A Common Stock, par value 5˘ per share (the “Stock”).

3.2              Number of Shares - Twelve million (12,000,000) shares of the Stock shall be reserved for issue upon the exercise of options granted under the Plan. The Stock issued under the Plan may be treasury shares purchased on the open market or otherwise, authorized but unissued shares, or reacquired shares.

3.3              Expired, Forfeited or Canceled Options - If any options granted or stock bonuses awarded under the Plan shall expire, be forfeited, not distributed and/or canceled for any reason without having been exercised or distributed in full, the unexercised shares (in the case of options) or the shares not distributed (in the case of stock bonuses) subject thereto shall again be available for the purpose of the Plan. 

ARTICLE IV.                ADMINISTRATION

4.1              Committee - The Plan shall be administered by a committee (the “Committee”) under the terms and conditions and powers set forth herein.

4.2              Makeup of the Committee - The Committee shall consist of two or more members of the Board of Directors of the Company.  In the absence of any action by the Board to the contrary, the Committee shall be the Compensation Committee of the Board of Directors.

4.3              Action by the Committee - A majority of the members of the Committee shall constitute a quorum.  All determinations of the Committee shall be made by a majority of its members.  Any decision or determination reduced to writing and signed by a majority of the members of the Committee shall be fully as effective as if it had been made by a majority vote at a meeting duly called and held.

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                   If not specified in the Plan, the time at which the Committee must or may take any determination shall be determined by the Committee, and such determination may thereafter by modified by the Committee. Any action, determination, interpretation or other decision by the Committee with respect to the Plan shall be final, conclusive and binding on all persons and entities, including the Company, its affiliates, any eligible employee, any person claiming any rights under the Plan from or through any grantee of an award under the Plan, and stockholders, except to the extent the Committee may subsequently modify, or take further action not inconsistent with, its prior action.

4.4              Power to Grant Stock Options and/or Stock Bonuses - Subject to the express provisions of the Plan, the Committee shall have complete authority, in its sole discretion, to determine the employees to whom, and the time or times at which, options shall be granted, the option periods, the vesting schedule and the number of shares to be subject to each option and/or bonus, and such other terms and provisions of the option agreements (which need not be identical).  In making such determinations, the Committee may take into account the nature of the services rendered by the respective employee, his or her present and potential contribution to the Company’s success, and such other factors as the Committee in its discretion shall deem relevant.

4.5              Overall Limitation on the Number of Shares Granted/Awarded Annually - No one employee can receive options grants and/or bonus awards exceeding five hundred- thousand (500,000) shares (adjusted as set forth in Article IX) from the Plan in a single calendar year.

4.6              Other Powers - The express grant of any specific power to the Committee, or the taking of any action of the Committee, shall not be construed as limiting any power or authority of the Committee. Subject to and consistent with the provisions of the Plan, the Committee shall have full power and authority, in its sole discretion, to

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correct any defect or supply any omission or reconcile any inconsistency,

 

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construe and interpret the Plan, the rules and regulations relating to it, or any other instrument entered into or relating to an award under the Plan,

 

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make any determinations, provide any procedures or rules, enter into any agreements necessary to comply with any applicable tax laws, rules and regulations,

 

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make all other determinations, including factual determinations, necessary or advisable for the administration of the Plan.

4.7              Tax Withholding – Distribution of Stock under the Plan may be subject to income tax withholding, and the Company is obligated to collect the tax applicable to such income.  The Committee may, in its discretion, satisfy that tax obligation by withholding from the shares to be delivered in connection with the award a number of shares having a value equal to the minimum statutory federal income tax withholding, plus state, if applicable, and payroll taxes.  The value of each share to be withheld will be the fair market value of the Stock at the time of the award.

ARTICLE V.  GRANT OF OPTION AND/OR BONUS

5.1              Option Price - The option price for any shares subject to an option grant under this Plan shall be the fair market value of the Stock on the date of granting the option.  For the purposes of this Plan, fair market value shall be the closing price of the Stock on the date of granting the option as reported by the Wall Street Journal.

5.2              Bonus Price - Any stock bonus awarded under this Plan shall be acquired by the employee without any monetary consideration subject to the terms and conditions of the Plan.  Bonus shares may be awarded in tandem with options grants or alone within the discretion of the Committee.

5.3              Evidence of Option/Bonus - Options granted and/or bonuses awarded shall be evidenced by agreements, warrants, and/or other instruments in such form as the Committee shall deem advisable and shall contain such terms, provisions and conditions not inconsistent herewith as may be determined by the Committee.

ARTICLE VI.                STOCK ACQUISITION: VESTING AND EXERCISE OF OPTION/BONUS

6.1              Initial Waiting Period - No option or bonus shall be acquired until at least one (1) year after the date of grant or award, unless one of the events set forth in Section 6.4 occurs.

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6.2              Vesting Schedules - After the initial waiting period, an employee may exercise his option and/or receive distribution of bonus shares to the extent that shares covered by the option and/or bonus become vested.  All options and bonuses must vest one hundred percent (100%) within seven (7) years from the date of grant/award.  The vesting schedules are as follows:

a.   Typical Schedule: In the absence of any schedule to the contrary, the typical vesting schedule shall vest to the maximum extent of 25% of the total number of shares covered thereby during each of the succeeding four (4) years, each commencing with the anniversary of the grant or award.

b.   Other Schedules: Notwithstanding Section 6.2a, the shares covered by an option and/or bonus shall vest in amounts and at times the Committee, in its sole discretion, shall determine.  The Committee shall also specifically have the power to change the vesting schedule of any previously granted options or bonuses to a schedule which is more favorable to the option holder; provided, however, that no such options and/or bonuses shall vest in amounts greater than, or at times prior to, the amounts and times such options and/or bonuses would have vested if such options and/or bonuses were within the scope of Section 6.2a.

6.3              Cumulative Rights - The right to exercise any option as set forth in Section 6.2 shall be cumulative.  That is, an employee may exercise in any given year those unexpired shares he could have exercised in a previous year but did not.

6.4              Accelerated Vesting - Notwithstanding the foregoing, all options and bonus shares shall immediately vest and become immediately exercisable for a period of time set forth in Section 7.1 after one of the following events:

a.   Death; or

b.   Total disablement; or

c.   Retirement, if all of the following conditions are met at the time of termination of employment:

(1)  The employee has reached age 59˝; and

(2)  The employee was employed at least fifteen (15) consecutive years with the Company and/or any of its subsidiaries; and

(3)  The Committee, in its sole discretion, approves the accelerated vesting to any extent it desires.

6.5              Expiration - No option may be exercised after six (6) years from the date the option becomes one hundred percent (100%) vested.

6.6              Form of Exercise -

a.   Options. Options may only be exercised according to the terms and conditions established by the Committee, consistent with the limits set forth herein, at the time the option is granted.  Subject to the foregoing terms and conditions, any shares covered by an option may be exercised by a written notice delivered to the Company’s principal office of intent to exercise the option with respect to a specified number of shares of Stock and payment to the Company of the amount of the option purchase price for the number of shares of Stock with respect to which the option is then exercised.  The payment may be either in cash or in stock of the Company.  If stock is used for payment, such stock shall be valued at the closing price as reported by the Wall Street Journal on the date of exercise.

b.   Bonus Shares. Bonus shares shall be distributed on the vesting dates according to the vesting schedule.

6.7              Rights as a Shareholder - An employee shall have no rights as a stockholder with respect to shares covered by an option/bonus until the day of issuance of a stock certificate and until after such shares are fully paid for.

ARTICLE VII.               TERMINATION OF OPTION

7.1              Every option/bonus granted/awarded to each employee under this Plan shall terminate and expire at the earliest of:

a.   the date of expiration set when such option/bonus was granted/awarded; or

b.   six (6) years after one of the events set forth in Section 6.4; or

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c.   immediately upon termination of employment with the Company or any of its subsidiaries for any reason except if employment is terminated by reason of one of the events set forth in Section 6.4.

ARTICLE VIII.         TRANSFERABILITY

8.1              Non-Transferable - Any options granted or bonus shares awarded under the Plan are not transferable and can only be exercised by or distributed to the employee during his/her life subject to Section 8.2 of this Article.

8.2              Death - In the event of the death of an employee while having unexpired outstanding options or bonus shares, the personal representative of the estate of the employee may exercise the option or take distribution of the bonus shares within one (1) year after the date of death in accordance with the terms established by the Committee at the time the option/bonus was granted/awarded, but (as set forth in Article VII) not later than the expiration date set forth in Section 6.5.

ARTICLE IX.                ADJUSTMENT OF NUMBER OF SHARES

9.1              Stock Dividends - In the event that a dividend shall be declared upon the Stock payable in shares of stock of the Company, the number of shares of stock then subject to any such option or bonus and the number of shares reserved for issuance pursuant to the Plan, but, not yet covered by an option or bonus, shall be adjusted by adding to each such share the number of shares which would be distributable thereon (or any equivalent value of Stock as determined by the Committee in its sole discretion) if such share had been outstanding on the date fixed for determining the stockholders entitled to receive such stock dividend.

9.2              Reorganization - In the event that the outstanding shares of Stock shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the Company, or of another corporation, whether through reorganization, recapitalization, stock split up, combination of shares, merger or consolidation, then, there shall be substituted for each share of Stock subject to any such option or bonus and for each share of Stock reserved for issuance pursuant to the Plan, but, not yet covered by an option, the number and kind of shares of stock or other securities into which each outstanding share of Stock shall be so changed or for which each such share of Stock shall be exchanged.

9.3              Other Changes - In the event there shall be any change, other than as specified above in this Article, in the number or kind of outstanding shares of stock of the Company or of any stock or other securities into which such stock shall have been changed or for which it shall have been exchanged, then, if the Committee shall, in its sole discretion, determine that such change equitably requires an adjustment in the number or kind of shares theretofore reserved for issuance pursuant to the Plan, but, not yet covered by an option or bonus and of the shares then subject to an option/bonus or options/bonuses, such adjustments shall be made by the Committee and shall be effective and binding for all purposes of the Plan and of each stock agreement.

9.4              Adjusted Option Price - In the case of any substitution or adjustment as provided for in this Article, the acquisition price in each stock option for each share covered thereby prior to such substitution or adjustment will be the option price for all shares of Stock or other securities which shall have been substituted for such share or to which such share shall have been adjusted pursuant to this Article.

9.5               Fractional Shares - No adjustment or substitutions provided for in this Article shall require the Company to sell a fractional share, and the total substitution or adjustment with respect to each stock agreement shall be limited accordingly.

ARTICLE X.  SECURITIES REGULATION

10.1              Registered Stock - The Company shall not be obligated to sell or issue any shares under any option granted or stock bonus awarded hereunder unless and until the shares with respect to which the option is being exercised or the bonus being acquired are effectively registered or exempt from registration under the Securities Act of 1933 and from any other federal or state law governing the sale and issuance of such shares or any securities exchange regulation to which the Company might be subject.

10.2              Unregistered Stock - In the event the shares are not effectively registered, but, can be issued by virtue of an exemption, the Company may issue option shares to an employee if the employee represents that he or she is acquiring such shares as an investment and not with a view to, or for sale in connection with, the distribution of any such shares.  Certificates for shares of Stock thus issued shall bear an appropriate legend reciting such representation.

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ARTICLE XI.                MISCELLANEOUS

11.1              No Contract of Employment - Any participation under the Plan shall not be construed as giving an employee a future right of employment with the Company.  Employment remains at the will of the Company.

11.2              Governing Law - This Plan and all matters relating to the Plan shall be interpreted and construed under the laws of the State of Illinois.

11.3              Amendment of Plan - The Board of Directors, at its discretion, may amend the Plan at any time, subject to stockholder approval if required by SEC rules or the listing requirements of any national securities exchanges or trading systems on which are listed any of the Company’s equity securities.

11.4               Termination of Plan - The Board of Directors may, at its discretion, terminate the Plan at any time for any reason.  Termination of the Plan shall not affect unexpired outstanding options previously granted.