EMPLOYMENT AGREEMENT

Exhibit 10.1

EMPLOYMENT AGREEMENT

          This Employment Agreement (the “ Agreement ”) is made as of the 15th day of May, 2008 by and between Plexus Corp., a Wisconsin corporation (“ Employer ”), and Dean A. Foate, a Wisconsin resident individual (“ Employee ”).

          WHEREAS, Employee is currently employed as the President and Chief Executive Officer of Employer; and

          WHEREAS, the Employer and the Employee previously entered into an employment agreement dated September 1, 2003 (the “ Prior Agreement ”); and

          WHEREAS, the Employer and the Employee desire to amend the provisions of the Prior Agreement to reflect the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) and to make other miscellaneous modifications; and

          WHEREAS, Employee is willing to continue to commit himself to serve Employer upon the terms and conditions herein provided; and

          WHEREAS, Employer and Employee have agreed to restrict Employee’s ability to disclose confidential information and to compete with Employer with respect to the type of business conducted by Employer and its subsidiaries (collectively, the “ Company ”); and

          WHEREAS, any breach of this Agreement by Employee will cause irreparable injury to Employer; and

          WHEREAS, Employee has consulted with and obtained advice from independent legal counsel concerning the terms and conditions of this Agreement, or has had the opportunity to do so which he has declined; and

          WHEREAS, in order to effect the foregoing, Employer and Employee wish to enter into this Agreement on the terms and conditions set forth below.

          NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby mutually agreed as follows:

     1.  Recitals. The recitals set forth above shall constitute and be deemed to be an integral part of this Agreement.

     2. Employment and Acceptance . Employer hereby agrees to continue the employment of Employee as President and Chief Executive Officer during the Term (as

hereinafter defined) upon the terms and conditions hereinafter set forth. Employee hereby accepts such employment and agrees:

          (a) Except for illness, vacation periods, and reasonable leaves of absence, to devote all of his working time, attention and energy, using his best efforts, to the duties and responsibilities as are customary for an employee holding a like position in a business of like size and nature to that of the Employer, as well as to any other duties and responsibilities that may be mutually agreed upon in writing between Employer and Employee from time to time; provided, however, that Employee shall be permitted to serve as a director of other noncompeting entities and/or as a director and/or officer of a nonprofit or industry association so long as such activities do not interfere with the performance of Employee’s duties hereunder;

          (b) faithfully to serve and further the interests of Employer in every lawful way, giving honest, diligent, loyal and cooperative service to Employer; and

          (c) to comply with all rules and policies which, from time to time, may be reasonably and uniformly adopted by Employer, including, without limitation, those rules and policies regarding disclosure of information concerning Employer, its business, affairs, plans or customers.

          During the Term it shall not be a violation of this Agreement for Employee to manage personal investments, so long as such activities do not significantly interfere with the performance of Employee’s responsibilities as an employee of Employer in accordance with this Agreement.

     3.  Base Compensation . As compensation for the services to be performed by Employee under this Agreement, and the noncompetition covenant contained herein, Employer agrees to pay to Employee, and Employee agrees to accept, a continuation of his base salary, at the rate in effect immediately prior to the effective date hereof, payable at Employer’s normal payroll intervals, subject to required payroll withholding provisions. Employee shall be eligible for changes in future years consistent with performance and Employer’s evaluation criteria and compensation policies.

     4.  Bonus/Incentive Compensation . Employee shall participate in any bonus or incentive compensation plan of Employer on the terms and conditions determined by the Compensation and Leadership Development Committee of Employer, but in a manner not less favorable than other executive officers of Employer.

     5.  Employee Benefits . Employee shall receive benefits that are substantially similar to those offered under Employer’s benefit plans and programs for an executive officer, including, without limitation, any medical, life, disability, and vacation plans and programs, as in effect from time to time.

     6.  Stock-Based Compensation . Employee shall participate in Employer’s 2008 Long-Term Incentive Plan, or such other long-term incentive plan as may be implemented in the

future, consistent with Employee’s position with the Company and in accordance with the terms of such plan.

     7.  Term . The term of this Agreement (the “ Term ”) shall commence on the date hereof and shall continue until the earliest to occur of the following:

          (a) the termination of Employee’s employment for Cause upon ten (10) business day’s prior written notice to Employee;

          (b) Employee’s termination of employment for Good Reason upon ten (10) business day’s prior written notice to Employer;

          (c) Employee’s or Employer’s termination of Employee’s employment without Cause or without Good Reason upon ninety (90) days’ prior written notice to the other (this notice period shall not extend the Term of this Agreement);

          (d) Employee’s death or Disability; or

          (e) May 14, 2011; provided, however, that on each May 14 thereafter the Term shall automatically be extended for an additional one-year period (restoring the full three-year Term), unless either party notifies the other party in writing at least six (6) months prior to such date of the party’s intention not to extend the Agreement.

     8.  Cause. Except as otherwise provided by Section 13(b), the term “ Cause ” as used herein with respect to the termination of Employee’s employment shall mean:

          (a) A good faith determination by Employer after reasonable investigation that Employee has committed fraud, misappropriation, embezzlement, or theft against or from Employer;

          (b) Employee’s conviction of a felony, or of any other crime that brings discredit to Employer or materially impairs Employee’s ability to perform Employee’s job;

          (c) Employee’s failure to carry out the reasonable directives of Employer or his material duties and responsibilities under this Agreement, after written notice of such failure and a reasonable opportunity to cure; or

          (d) Employee’s material breach of Employee’s obligations of noncompetition or nondisclosure under Sections 14 and 15, respectively, of this Agreement.

     9. Except as otherwise provided by Section 13(b), “ Good Reason ” shall mean:

          (a) Material reduction of Employee’s base salary under Section 3, opportunity to receive bonus/incentive compensation under Section 4, or benefits under Section 5, stock-

based compensation under Section 6, or other material breach by the Company of its obligations under this Agreement;

          (b) Assignment of Employee to duties inconsistent with and substantially diminished from the responsibilities normally associated with the position specified in Section 2;

          (c) Relocation of Employee to any location outside the Appleton metropolitan area; or

          (d) The delivery by the Company of a notice of non-renewal pursuant to Section 7(e) hereof.

     10.  Disability . The term “Disability” as used herein with respect to the termination of this Agreement shall mean the inability of Employee, as a result of physical or mental incapacity, to substantially perform his duties with Employer for a period of three consecutive months.

     11.  Separation from Service .

          (a) Employee’s “ Separation from Service ” shall mean Employee’s “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code) with Employer, as determined by Employer in accordance with Treas. Reg. § 1.409A-1(h)(1).

          (b) Unless the context clearly requires otherwise, the phrases “terminates employment,” “termination of employment,” and similar phrases refer to Employee’s Separation from Service.

     12.  Compensation Upon Separation from Service .

          (a) In the event that during the Term Employer terminates Employee for Cause (Section 7(a)) or Employee voluntarily resigns without Good Reason (Section 7(c)), or Employee dies or becomes Disabled (Section 7(d)), other than by reason of a Change in Control Termination, or in the event that this Agreement expires naturally at the conclusion of the Term under Section 7(e), Employer shall have no further obligation to pay to Employee or provide Employee with either salary or other benefits, except those entitlements (“ Accrued Benefits ”) that have accrued as of the date of such termination (“ Separation Date ”) or to which Employee is entitled under any disability insurance or other applicable plan or program.

          (b) In the event that Employer terminates Employee without Cause or Employee resigns with Good Reason, other than in a Change in Control Termination, Employee shall be entitled, in addition to his Accrued Benefits (which for this purpose shall include any VICP bonus for any performance period ending before the Separation Date, to the extent not theretofore paid) and subject to Section 12(c), to the following:

	(i)		Employee shall continue to be paid his then current base salary during the three-year period beginning on his Separation Date (the “ Separation Period ”).
	(ii)		Employee shall be paid, at the same time as bonuses under the Company’s Variable Incentive Compensation Plan (or successor short-term bonus plan) (the “ VICP ”) are payable to active employees, the VICP bonus to which he would have been entitled had he remained employed throughout the performance year containing the Separation Date, multiplied by a fraction, the numerator of which is the number of days in the performance year through his Separation Date and the denominator of which is 365.
	(iii)		On each December 15 during the Separation Period Employee shall receive a lump-sum payment equal to the sum of:

	(A)		one hundred percent (100%) of his annual base salary as in effect immediately prior to his Separation Date; and
	(B)		the maximum amount of Employer contributions and credits (including matching contributions and credits) for a full plan year under all of the Company’s qualified or nonqualified retirement or deferred compensation plans that are account balance plans.

For purposes of clause (B) above, (x) Employee shall be deemed to be fully vested, (y) it shall be assumed that Employee’s total annual cash compensation and total targeted cash compensation is equal to Employee’s total target cash compensation as in effect immediately before the Separation Date, and (z) for purposes of determining the maximum amount of Employer matching contributions or credits it shall be assumed that Employee elects to maximize elective deferrals to such plan.

(iv)

During the Separation Period Employer shall treat Employee as if he were a continuing employee for purposes of applying the vesting and exercisability provisions of any stock-based awards held by him on the Separation Date.

(v)

During the Separation Period Employee shall be eligible to participate in Employer’s medical, dental, and vision plans, subject to Employee’s payment of any premiums required by such plans at the premium rate applicable from time to time to an active senior executive of Employer with the same level of coverage.

(vi)

Within 30 days after the Separation Date (or such later time as prescribed by Section 12(c)), Employee shall receive a lump-sum payment of the amount (the “ Benefits Amount ”) that the Company determines is equal to the value of continued participation (on the same basis as in effect immediately prior to the Separation Date) throughout the Separation Period in all welfare plans and the Employer’s executive reimbursement plan, company car, and other similar plans and arrangements, other than plans and arrangements described in clauses (i) through (v) of this Section 12(b), in which the Employee participated immediately before the Separation Date. Such amount shall be “grossed up” for all Federal, state, and local income taxes (deemed for this purpose to be payable at the applicable withholding rates).

          (c) Notwithstanding anything to the contrary herein, any payment (other than a benefit excludable from Employee’s gross income and other than a benefit that will in all events be paid within 2 ¹ / 2 months after the year in which it ceases to be subject to a substantial risk of forfeiture) that under Section 12(b) or 13(a) would otherwise be scheduled to be paid before the six-month anniversary of the Separation Date shall instead be made on the Company’s first regular payroll date on or after the six-month anniversary of the Separation Date, unless Employee is not at such time a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, as determined by the Company in accordance with Treas. Reg. § 1.409A-1(i).

          (d) The amounts payable pursuant to this Section 12 or Section 13, as applicable, shall be in lieu of any other severance benefits during the Term or at the end of the Term.

     13.  Change in Control .

          (a) In the event Employee’s employment with Employer terminates in a Change in Control Termination (as hereinafter defined), Employee shall be entitled, subject to Section 12(c), to the following:

(i)

Within 30 days after the Separation Date Employee shall receive (x) his Accrued Benefits (which for this purpose shall include any VICP bonus for any performance period ending before the Separation Date, to the extent not theretofore paid), plus (y) his target VICP bonus multiplied by a fraction, the numerator of which is the number of days in the performance year through his Separation Date and the denominator of which is 365.

(ii)

Within 30 days after the Separation Date (or such later time as prescribed by Section 12(c)) Employee shall receive a lump-sum payment equal to three times the sum of:

	(A)		his then current annual base salary (or, if greater, his annual base salary as in effect immediately prior to the commencement of the Change in Control Period);
	(B)		his then current VICP annual target bonus;
	(C)		the maximum amount (based on the assumptions described in the last sentence of Section 12(b)(iii)) of Employer contributions and credits (including matching contributions and credits) for a full plan year under all of the Company’s qualified or nonqualified retirement or deferred compensation plans that are account balance plans; and
	(D)		the Benefits Amount (as defined in Section 12(b)(vi), but without excluding the value of medical, dental, and vision plan participation described in Section 12(b)(v)), grossed up in the manner described in Section 12(b)(vi).

(iii)

Employee shall be entitled to the Gross-Up Payment, if any, determined in accordance with Schedule A.

          (b) Definitions .

(i)

“ Cause ” shall mean the occurrence of any of the following during the Change in Control Period:

(A)

The willful and continued failure of Employee to perform substantially Employee’s duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Employee by the Board that specifically identifies the manner in which the Board believes that the Employee has not substantially performed Employee’s duties, and after Employee has been given at least 30 days in which to cure such failure; or

(B)

The willful engaging by 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 Employee, shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that 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 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 Employee shall not be deemed to be for Cause unless and until there shall have been delivered to 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 Employee and Employee is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, Employee is guilty of the conduct described in paragraph (a) or (b) above, and specifying the particulars thereof in detail.

(ii)

“ Change in Control ” shall mean 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 solely because t