FORM OF CHANGE IN CONTROL AGREEMENT

Exhibit 10.2

		Change in Control Agreement
		This AGREEMENT (the “ Agreement ”) is made as of the Effective Date by and between Plexus Corp., a Wisconsin corporation (the “ Company ”) and the Employee.
		Recital:
		The Board of Directors (the “ Board ”) of the Company has determined that it is in the best interests of the Company and its shareholders to reinforce and encourage the Employee’s continued attention and dedication to the Employee’s assigned duties without distraction by entering into compensation arrangements that will provide financial security in the event of a Change in Control.
		Now, therefore, it is hereby agreed as follows:
1.		Defined Terms. Capitalized terms not otherwise defined in the main body of this Agreement have the meaning ascribed thereto in Schedule A and Exhibit 1.
2.		Change in Control. No benefits shall be payable under this Agreement unless there shall have been a Change in Control.
3.		Term of Agreement. This Agreement shall be effective for the period commencing on the Effective Date and ending on the Initial Term Date; provided, however, that:

	3.1.		On an annual basis the term of this Agreement shall automatically be extended for an additional fiscal year unless, not later than 30 days before the Agreement would otherwise expire, the Company shall have given notice that it does not wish to extend this Agreement; and
	3.2.		Notwithstanding any such notice by the Company, if a Change in Control shall have occurred during the original or any extended term of this Agreement, this Agreement shall remain in effect until the Company shall have performed all its obligations hereunder.

4.

Qualifying and Nonqualifying Separations. For purposes of this Agreement:

4.1.

A “ Qualifying Separation ” means the Employee’s Separation from Service during the Change in Control Period by reason of (i) the Company’s termination of the Employee’s employment other than for Cause, or (ii) the Employee’s resignation for Good Reason; provided, however, that a Qualifying Separation shall not include a Separation from Service by reason of the Employee’s death or Disability.

4.2.

A “ Nonqualifying Separation ” means a Separation from Service during the Change in Control Period, other than a Qualifying Separation.

5.

Company’s Obligations Upon a Qualifying Separation. In the event of the Employee’s Qualifying Separation:

	5.1.		Accrued Obligations . The Company shall pay to the Employee the Accrued Obligations in cash within 30 days after the Separation Date.
	5.2.		Lump-Sum Payment . The Company shall pay to the Employee in cash within 30 days after the Separation Date (except as otherwise provided by Section 7) the sum of the following amounts:

	(a)		The Employee’s Target Bonus, prorated through the Separation Date using a fraction, the numerator of which is the number of days in the Separation Year through the Separation Date, and the denominator of which is 365;
	(b)		The Separation Multiplier times the sum of the Employee’s Annual Base Salary, the Target Bonus, and the Retirement Differential; and
	(c)		An amount such that, after payment of all Federal, state, and local income taxes on such amount (deemed for this purpose to be payable at the applicable withholding rates), the Employee retains the amount that the Company determines is equal to the value of continued participation (on the same basis), for a number of years equal to the Separation Multiplier, in all group health and other welfare plans and the Company’s executive reimbursement plan, company car, and other similar plans and arrangements in which the Employee participated immediately before the Separation Date or in which the Employee participated immediately before the Change in Control Date, whichever produces the greater benefit.

	5.3.		Outplacement . The Company shall at its sole expense provide the Employee with executive-level outplacement services, the scope and provider of which shall be selected by the Company in its sole discretion, for a period of 15 months beginning on the Separation Date.
	5.4.		Other Benefits . To the extent not theretofore paid or provided, and without duplication of any other benefits hereunder, the Company shall timely pay or provide to the Employee such other amounts or benefits as are required to be paid or provided, or that the Employee is eligible to receive, under any written plan, program, policy or contract or agreement of Plexus (collectively, “ Other Benefits ”).
	5.5.		Additional Payment . The Company shall timely pay the Employee the Gross-Up Payment, if any, determined in accordance with Schedule B.

5.6.

No Duplication of Benefits . Notwithstanding Section 5.4, this Agreement supersedes and terminates the Employee’s right to any severance benefits otherwise due to the Employee upon a Qualifying Termination under any other plan or policy of the Company or any written employment agreement between the Employee and the Company.

6.

Company’s Obligations Upon a Nonqualifying Separation. In the event of the Employee’s Nonqualifying Separation:

	6.1.		Accrued Obligations . The Company shall pay to the Employee the Accrued Obligations in cash within 30 days after the Separation Date.
	6.2.		Other Benefits . The Company shall timely pay or provide to the Employee the Other Benefits.

7.		Six-Month Suspension . If the Company determines that the Employee is a Specified Employee as of the Separation Date, then any payment required by Sections 5.2, 5.4 and 6.2 shall be made on the Company’s first regular payroll date (the “ Six-Month Date ”) on or after the six-month anniversary of the Separation Date, and any payment required by Section 5.5 shall be made on the later of the Six-Month Date or the date such payment would be made without regard to this Section 7.
8.		Governing Law .

	8.1.		This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without reference to principles of conflict of laws.
	8.2.		The jurisdiction and venue for any disputes arising under, or any action brought to enforce, or otherwise relating to, the Agreement shall be exclusively in the courts in the State of Wisconsin, including the Federal Courts located therein or responsible therefore (should Federal jurisdiction exist).

9.		Miscellaneous
		Additional terms of this Agreement are set forth in Schedule C.

IN WITNESS WHEREOF , the Employee has hereunto set the Employee’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

PLEXUS CORP.						EMPLOYEE:
By:						By:
Name:						Name:
Title:						Title:

SCHEDULE A

Defined Terms

Terms not otherwise defined in the main body of the Agreement shall have the meanings set forth below and in Exhibit 1.

“ Accrued Obligations ” means:

	(a)		the Employee’s Annual Base Salary through the Separation Date to the extent not theretofore paid;
	(b)		the Employee’s VICP bonus for any performance period ending before the Separation Date, to the extent not theretofore paid; and
	(c)		the Employee’s accrued but unpaid vacation pay.

“ Annual Base Salary ” means the Employee’s annual base salary immediately before the Separation Date or immediately before the Change in Control, whichever is greater.

“ Cause ” means:

	(a)		The willful and continued failure of the Employee to perform substantially the Employee’s duties with Plexus (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Employee by the Board, the Chief Executive Officer of the Company, or the President of the Company that specifically identifies the manner in which the Board, the Chief Executive Officer, or the President believes that the Employee has not substantially performed the Employee’s duties, and after the Employee has been given at least 30 days in which to cure such failure; or
	(b)		The willful engaging by the Employee in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company. For purposes of this provision, no act or failure to act, on the part of the Employee, shall be considered “willful” unless it is done, or omitted to be done, by the Employee in bad faith or without reasonable belief that the Employee’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company.

The cessation of employment of the Employee shall not be deemed to be for Cause unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Employee and the Employee is given an opportunity, together with counsel, to be heard before

the Board), finding that, in the good faith opinion of the Board, the Employee is guilty of the conduct described in paragraph (a) or (b) above, and specifying the particulars thereof in detail.

“ Change in Control ” means the first to occur of any of the following events, but only to the extent that such event is described in Section 409A(a)(2)(A)(v) of the Code:

	(a)		any person, or more than one person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase, or acquisition of stock, or similar business transaction with the Company, but not including persons or groups solely because they purchase stock of the Company at the same time or as a result of the same public offering), acquires (or has acquired within the 12-month period ending on the date of the most recent acquisition by such person or group) securities of the Company representing 30 percent or more of the combined voting power of the Company’s then outstanding securities;
	(b)		during any period of 12 months (not including any period prior to the execution of this Agreement), a majority of members of the Board are replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election;
	(c)		any person, or more than one person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase, or acquisition of stock, or similar business transaction with the Company, but not including persons or groups solely because they purchase stock of the Company at the same time or as a result of the same public offering), acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50 percent of the combined voting power of the stock of the Company but only if such person or group did not own more than 50 percent of the combined voting power of the stock of the Company prior to such acquisition; or
	(d)		any person, or more than one person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar business transaction with the Company, but not including persons or groups solely because they purchase assets of the Company at the same time), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) assets from the Company that have a total gross fair market value of more than 50 percent of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions, except where the assets are transferred to (i) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock, (ii) an entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (iii) a person, or more than one person acting as a group, that owns, directly or indirectly, 50 percent or more of the total value or voting power of all outstanding stock of the Company, or (iv) an entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person or group described in (iii) above.

Notwithstanding the foregoing, unless a majority of the incumbent Board determines otherwise, no Change in Control shall be deemed to have occurred with respect to the Employee if the Change in Control results from actions or events in which he is a participant in a capacity other than solely as an officer, employee or member of the Board.

“ Change in Control Date ” means the effective date of a Change in Control.

“ Change in Control Period ” means the 24-month period commencing on the Change in Control Date; provided, however, that if the Employee’s employment with the Company is terminated prior to the date on which a Change in Control occurs, and if it is reasonably demonstrated by the Employee that such termination (x) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control, or (y) otherwise arose in connection with or anticipation of a Change in Control, then the Change in Control Period shall include the period beginning on the date immediately prior to the date of such termination and ending immediately prior t