Molex Incorporated
2000 Molex Long-Term Stock Plan
Stock Option Agreement
This Stock Option
Agreement (“Agreement”) is between Molex Incorporated,
including its subsidiaries and affiliates (collectively
“Molex”) and «PARTICIPANT NAME»
(“Executive”) and shall be effective as of
«GRANT DATE» (“Grant
Date”).
1.
Equity Grant . Subject to the provisions set forth
herein and the terms of the 2000 Molex Long-Term Stock Plan
(“Plan”), the terms of which are incorporated by
reference, and in consideration of the agreements of Executive
herein provided, Molex grants to Executive a nonqualified stock
option (“Stock Option”) to purchase «NUMBER OF
SHARES GRANTED» shares of Molex’s Class A
Common Stock (“Stock”), at «GRANT
PRICE» per share.
2.
Vesting and Expiration . The Stock Option shall vest
in accordance with the schedule displayed on your stock option
profile on www.netbenefits.fidelity.com and the Stock Option shall
expire «EXPIRATION DATE» .
3.
Exercise of Stock Option . The Stock Option may be
exercised in accordance with the Plan, and in accordance with the
practices and procedures of Molex applicable to the exercise of
Stock Options.
4.
Effect of Termination of Employment, Death or
Disability . The vesting of the Stock Option may be
accelerated upon the death, total disablement or retirement of
Executive pursuant to the terms of the Plan. The Stock Option will
be canceled immediately upon the termination of employment of
Executive if such termination is not caused by the
Executive’s death, total disablement or retirement pursuant
to the terms of the Plan.
(a)
Non-Compete . In consideration of Molex granting the
Stock Option, Executive agrees that during employment with Molex
and for two years after separation from service thereof, Executive
will not, directly or indirectly, as a principal, officer,
director, employee or in any other capacity whatsoever, without
prior written consent of Molex, engage in any activity with, or
provide services to, any person or entity engaged in, or about to
engage in, any business activity that is competitive with the
business then engaged in by Molex, in any geographic area in which
Molex’s business is then conducted. Executive may make or
hold any investment in securities of a competitive business traded
on a national securities exchange or traded in the over the counter
market, provided the investment does not exceed 5% of the issued
and outstanding stock of the competitive business.
(b)
Non-Solicitation . During employment with Molex and
for two years after separation from service, Executive will not,
directly or indirectly, (i) hire, solicit or make an offer to
any employee of Molex to be employed or perform services outside of
Molex, (ii) solicit for competitive business purposes any
customer of Molex; or (iii) solicit, induce or attempt to
induce any customer of Molex to cease doing business in whole or in
part with or through Molex.
(c)
Competitors . For purposes of this Agreement, the
term “competitor” means a person or entity who or which
is engaged in a material line of business conducted by Molex in any
geographic area in which Molex’s business is conducted (for
purposes of this Agreement, “a material line of business
conducted by Molex” means an activity generating gross
revenues to Molex of more than US$15 million in the
immediately preceding fiscal year of Molex).
(d)
Forfeiture . Executive agrees that, if any provision
of Sections 5 (a) or (b) is breached as determined
by Molex, Executive shall forfeit, upon written notice to such
effect from Molex: (i) all right, title and interest to the
Stock Option (whether vested or unvested); (ii) any Stock
issued upon exercise of the Stock Option then owned by Executive;
and (iii) any and all profits realized by Executive pursuant
to any sales or transfers of any Stock underlying the Stock Option
within the 24 month period prior to the date of such breach.
For purposes of this Agreement, “profit” is defined as
the difference between the exercise price and the fair market value
of the Stock on the exercise date. Additionally, Molex shall have
the right to issue a stock transfer order and other appropriate
instructions to its transfer agent with respect to the S
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