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2000 MOLEX LONG-TERM STOCK PLAN

Equity Incentive Plan Agreement

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This Equity Incentive Plan Agreement involves

Molex Incorporated

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Title: 2000 MOLEX LONG-TERM STOCK PLAN
Governing Law: Illinois     Date: 10/31/2006
Industry: ELECTR     Sector: TECHNO

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EXHIBIT 10.3 - THE 2000 MOLEX LONG-TERM STOCK PLAN

EXHIBIT 10.3

 

 

 

 

 

 

 

 

 

 

 

 

2000 MOLEX LONG-TERM STOCK PLAN

(as amended and restated)

     

 

PLAN HISTORY

PLAN ACTION

BOARD OF DIRECTORS

ADOPTION

STOCKHOLDER

 ADOPTION

Original

July 28, 2000

October 20, 2000

Amendment and Restatement

July 25, 2003

October 24, 2003

Amendment and Restatement

July 29, 2005

October 28, 2005

Amendment and Restatement

October 17, 2006

N/A

 

 

 

 

 

THE 2000 MOLEX LONG-TERM STOCK PLAN

(As of October 17, 2006)

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 – Executive officers of the Company, as such are designated by the Board of Directors from time to time, are eligible to participate in the Plan.  In addition, other members of senior management may be eligible to participate in the Plan at the discretion of the Committee (as such term is defined herein).

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 the Company’s 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 th

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