Molex Incorporated
2000 Molex Long-Term Stock Plan
Restricted Stock Agreement
This Restricted
Stock 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 restricted stock award
(“Restricted Stock”) to receive «NUMBER OF
SHARES GRANTED» shares of Molex’s Class A
Common Stock (“Stock”).
2.
Vesting and Expiration . The Restricted Stock shall
vest in accordance with the schedule displayed on your Restricted
Stock profile on www.netbenefits.fidelity.com.
3.
Effect of Termination of Employment, Death or
Disability . The vesting of the Restricted Stock may be
accelerated upon the death, total disablement or retirement of
Executive pursuant to the terms of the Plan. The Restricted Stock
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
Restricted Stock, 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
Restricted Stock (whether vested or unvested); (ii) any Stock
issued upon vesting of the Restricted Stock then owned by
Executive; and (iii) any and all profits realized by Executive
pursuant to any sales or transfers of any Stock underlying the
Restricted Stock 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 fair
market value of the Stock on the grant date and the fair market
value of the Stock on the date of sale or transfer. Additionally,
Molex shall have the right to issue a stock transfer order and
other appropriate instructions to its transfer agent with respect
to the Stock underlying the Restricted Stock, and Molex further
shall be entitled to reimbursement from the Executive of
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