THE 2005 MOLEX INCENTIVE STOCK OPTION PLAN
(Effective October 26, 2007)
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. Members of the Board of Directors and 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.
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 the Company’s Class A Common Stock,
par value $.05 per share (the “Stock”).
3.2
Number of Shares. — Five 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. The Compensation Committee of the Board shall
administer the Plan under the terms and conditions and powers set
forth herein.
4.2
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.
4.3
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 4.5, 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.
4.4
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:
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a. |
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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. |
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b. |
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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 $100,000 less 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. |
4.5
Automatic Grant of Options to Outside Directors.
Notwithstanding Sections 4.3 and 4.4, 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 500
multiplied by the number of years of service or fraction
thereof.
Notwithstanding the foregoing, no option grant to an outside
director shall exceed the lesser of 5,000 shares or the number of
shares whose fair market value on the date of grant does not exceed
$150,000.00.
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 reconci |
