Amended and restated as of
August 28, 2008
PLEXUS CORP.
1998 STOCK OPTION PLAN
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(a)
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Purposes . The purposes of the 1998 Stock
Option Plan are to provide a means to attract and retain competent
personnel and to provide to participating officers and other key
employees long-term incentive for high levels of performance and
for unusual efforts to improve the financial performance of the
corporation. These purposes may be achieved through the grant of
options to purchase Common Stock of Plexus Corp. and the grant of
Stock Appreciation Rights, as described below.
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(b)
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Effect on Prior Plans
. If the 1998 Plan is
approved, the Plexus Corp. 1995 Executive Stock Option Plan (the
“1995 Plan”) and the Plexus Corp. 1988 Stock Option
Plan (the “1988 Plan”) will be merged into this Plan.
Options granted previously under the 1995 Plan and the 1988 Plan
will remain in effect until they have been exercised or have
expired. The options shall be administered in accordance with their
terms and in accordance with the merged Plan.
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(a)
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“1934 Act” means the
Securities Exchange Act of 1934, as it may be amended from time to
time.
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(b)
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“Board” means the Board
of Directors of Plexus Corp.
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(c)
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“Change in Control”
means an event which shall be deemed to have occurred in the event
that any person, entity or group shall become the beneficial owner
of such number of shares of Common Stock, and/or any other class of
stock of the Corporation then outstanding that is entitled to vote
in the election of directors (or is convertible into shares so
entitled to vote) as together possess more than 50% of the voting
power of all of the then outstanding shares of all such classes of
stock of the Corporation so entitled to vote. For purposes of the
preceding sentence, “person, entity or group” shall not
include (i) any employee benefit plan of the Corporation, or
(ii) any person, entity or group which, as of the Effective
Date of this Plan, is the beneficial owner of such number of shares
of Common Stock and/or such other class of stock of the Corporation
as together possess 5% of such voting power; and for these purposes
“group” shall mean persons who act in concert as
described in Section 14(d)(2) of the 1934 Act.
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(d)
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“Code” means the
Internal Revenue Code of 1986, as it may be amended from time to
time.
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(e)
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“Committee” means the
Compensation Committee of the Board, or any other committee the
Board may subsequently appoint to administer the Plan, as herein
described.
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(f)
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“Common Stock” or
“Stock” means the common stock of the Corporation
having a par value of $.01 per share.
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(g)
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“Corporation” means
Plexus Corp., a Wisconsin corporation.
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A-1
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(h)
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“Fair Market Value”
means for purposes of the Plan an amount deemed to be equal to the
mean between the highest and lowest sale prices on such date for
sales made and reported through the National Market System of the
National Association of Securities Dealers or such national stock
exchange on which such Stock may then be listed and which
constitutes the principal market for such Stock, or, if no sales of
Stock shall have been reported with respect to that date, on the
next preceding date with respect to which sales were
reported.
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(i)
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“Grant Date” means the
date on which any Option or SAR, as appropriate, shall be duly
granted by the Committee.
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(j)
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“Grantee” means an
individual who has been granted an option or an SAR.
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(k)
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“Incentive Stock Option”
means an option that is intended to meet the requirements of
Section 422 of the Code and regulations thereunder.
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(l)
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“Non-Qualified Stock
Option” means an option other than an Incentive Stock
Option.
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(m)
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“Option” means an
Incentive Stock Option or Non-Qualified Stock Option, as
appropriate.
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(n)
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“Option Agreement” means
the agreement between the Corporation and the Grantee specifying
the terms and conditions as described thereunder.
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(o)
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“Plan” means the Plexus
Corp. 1998 Stock Option Plan as set forth herein, as it may be
amended from time to time.
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(p)
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“Rule 16b-3” means
Rule 16b-3 promulgated under the 1934 Act, and any future
regulation amending or superseding such regulation.
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(q)
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“Stock Appreciation
Right” or “SAR” means the right to receive cash
in the amount equal to the excess of the Fair Market Value of one
share of Common Stock on the date the SAR is exercised over
(1) the Fair Market Value of one share of Common Stock on the
Grant Date or (2) if the SAR is related to an Option, the
purchase price of a share of Common Stock specified in the related
Option.
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3. Shares
Subject to Option .
The number of
shares of Common Stock of the Corporation which may be sold upon
the exercise of Options granted under the Plan, and accordingly the
number of shares for which Options may be granted, shall not exceed
6,000,000 shares, which shall consist of an increase of 2,200,000
shares over the 2,000,000 shares previously authorized under the
1995 Plan and the 1,800,000 shares previously authorized under the
1988 Plan. Such number of authorized but unissued shares shall be
reserved for this purpose. The aggregate number of shares of Common
Stock available under the Plan shall be subject to adjustment as
set forth in Article 16 hereunder. Shares sold upon the
exercise of Options granted under the Plan may come from authorized
but unissued shares, from treasury shares held by the Corporation,
from shares purchased by the Corporation on an open market for such
purpose, or from any combination of the foregoing. If treasury
shares or shares purchased on the open market are sold upon the
exercise of any Option, the number of authorized but unissued
shares reserved for the Plan shall be reduced correspondingly. If
any unexercised Option for any reason terminates or expires in
whole or in part prior to the termination of the Plan, the
unpurchased shares subject thereto shall become available for the
granting of other Options under the Plan.
4.
Administration of the Plan .
The Plan shall be
administered by the Committee which will include not less than
three directors of the Corporation, who shall be appointed from
time to time by the Board. The Committee at all times shall be
constituted to permit the Plan to comply with the provisions of
Rule 16b-3 and Section 162(m) of the Code. The Committee shall
have full and final authority, in its discretion, but subject to
the express provisions of the Plan to:
A-2
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(a)
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grant Options and SARs, to determine
the purchase price of the stock covered by each Option and the Fair
Market Value of the shares covered by each SAR, the individuals to
whom, the number of shares subject to, and the time or times at
which, Options and SARs shall be granted, and the time or times at
and the manner in which Options and SARs can be
exercised;
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(b)
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interpret the Plan;
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(c)
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prescribe, amend and rescind rules
and regulations relating to the Plan;
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(d)
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determine the terms and provisions
of the respective agreements (which need not be identical) by which
Options and SARs shall be evidenced;
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(e)
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cancel with the consent of the
holder outstanding Options and to grant new Options and SARs, as
appropriate, in substitution therefore;
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(f)
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make all other determinations deemed
necessary or advisable for the administration of the
Plan;
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(g)
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require withholding from or payment
by a Grantee of any federal, state or local taxes;
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(h)
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impose, of any Grantee, such
additional conditions, restrictions and limitations upon exercise
and retention of Options and SARs as the Committee shall deem
appropriate;
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(i)
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with respect to any Option or SAR
granted on or after January 1, 1998, treat any Grantee who
retires as a continuing employee for purposes of continued vesting
under Section 12 and continued exercisability of the grant
under Section 15; and
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(j)
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with respect to any Option or SAR
granted on or after January 1, 1998, modify, extend or renew
any Option or SAR previously granted.
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Any action of the
Committee with respect to the administration of the Plan shall be
taken pursuant to a majority vote or by the unanimous written
consent of its members.
Options may be
granted to officers and key employees of the Corporation and any of
its subsidiaries; provided, however that no officer or key employee
can be granted an Option or Options covering, in the aggregate,
more than 100,000 shares of Stock in any calendar year. In
selecting the individuals to whom Options shall be granted, as well
as in determining the number of Options granted, the Committee
shall take into consideration such factors as it deems relevant
pursuant to accomplishing the purposes of the Plan. A Grantee may,
if he is otherwise eligible, be granted an additional Option or
Options if the Committee shall so determine.
The officers of
the Corporation are authorized and directed, upon receipt of notice
from the Committee of the granting of an Option, to sign and
deliver on behalf of the Corporation, by mail or otherwise, to the
Grantee an Option upon the terms and conditions specified under the
Plan and in the form of the Option Agreement. The Option Agreement
shall be dated and signed by an officer of the Corporation as of
the date of approval of the granting of an Option by the Committee.
If the Grantee fails to sign and return the Option Agreement, by
delivery or by mailing, within 30 days after the date of its
delivery or mailing to him, the Option grant may be deemed
withdrawn.
The purchase price
of the Common Stock covered by each Option shall be not less than
the Fair Market Value of such Stock on the Grant Date. Such price
shall be subject to adjustment as provided in Article 16
hereof.
A-3
At the time of the
grant of each Option, the Committee shall designate the Option as
(a) an Incentive Stock Option or (b) a Non-Qualified
Stock Option, as described in Sections (a) and (b) below,
respectively.
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(a)
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Incentive Stock Options
: Any Option designated
as an Incentive Stock Option shall comply with the requirements of
Section 422 of the Code. If an Option is so designated, the
Fair Market Value (determined as of the Grant Date) of the shares
of Stock with respect to which that and any other Incen
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