1.
Agreement . This Separation Agreement (the
“Agreement”) is between David B. Root for and on behalf
of himself, his spouse, family, heirs, assigns, legal
representatives, agents and attorneys (jointly,
“Root”), and Molex Incorporated and all of its
subsidiaries, successors, divisions, affiliates, directors, past
and present officers, benefit plans, benefit plan administrators,
trustees, fiduciaries, insurers, employees and agents (jointly, the
“Employer”).
2.
Separation Benefits . If Root signs and does not revoke
this Agreement, he will receive:
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a.
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Current Employment
Relationship . Root will remain employed with the
Employer at his current base annual salary of $410,791, less
applicable tax withholdings, and his current benefits until
December 31, 2009 (the “Separation Date”), at
which time his employment will terminate. Effective April 1,
2009 until June 30, 2009 he will be available to assist the
President of the Commercial Products Division in his transition
role and with respect to the consolidation of the Commercial
Products Division and the Transportation Products Division. From
July 1, 2009 until the Separation Date, his duties and
responsibilities shall be reduced to solely include being available
to the Employer for consultation by telephone or email. As of the
Separation Date, all compensation and benefits, including but not
limited to life insurance, disability benefits, will cease except
as explicitly set forth in this Agreement and under the terms of
this Agreement. If Root resigns from the Employer prior to the
Separation Date, his resignation will not affect his benefits under
this Agreement. If Root resigns, the effective date of such
resignation will be the Separation Date for purposes of this
Agreement.
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b.
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Expatriate Assignment and
Relocation . At the time of execution of this
Agreement, Root is on expatriate assignment in Singapore. He will
remain on expatriate assignment in Singapore through June 30,
2009; provided, however, all expatriate employment benefits
provided with respect to such expatriate assignment shall
immediately terminate as of June 30, 2009. Notwithstanding the
foregoing, Root shall continue to be eligible for tax return
preparation assistance from Ernst & Young with respect to any
and all tax returns due as legally required for calendar years 2008
and 2009; the Employer shall reimburse Root’s reasonable
expenses incurred for the completion of US tax returns for calendar
years 2008 and 2009. Given the expiration of Root’s
expatriate assignment in Singapore on June 30, 2009, he is
expected to begin his transition and relocation to the United
States as soon as possible after June 30, 2009.
Notwithstanding anything to the contrary, Root shall complete his
relocation to the United States no later than the six month
anniversary of the Separation Date. Root’s relocation
benefits shall include:
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i.
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The
cost associated with the shipment of his household goods and pets;
and
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ii.
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The
cost of return business class flights to the United States for Root
and his spouse.
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If
Root does not complete his relocation within the timeframe
specified above, the Employer reserves the right to not cover or
reimburse his relocation expenses.
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c.
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Severance Pay
.
During the period of
fifty four (54) months beginning on the first day of the month
that is at least six months after the Separation Date ( i.e.
, July 1, 2010 until December 31, 2014, if the Separation
Date is December 31, 2009), Root will receive separation pay
in the monthly amount of $19,734.72 (representing an annual
severance amount of $205,395 plus an annual car allowance
amount of $7,740 payable over 54 months), less applicable US
tax withholdings. These payments will be made in accordance with
the Employer’s semi-monthly pay schedule. If Root dies during
the period beginning on the Separation Date and ending on the last
day of the last month in the 54-month period described above (the
“Separation Period”) and is married at the time of his
death, payments will continue to his surviving spouse until the end
of the Separation Period or the death of his surviving spouse;
provided that if he dies after the Separation Date but before the
commencement of payments, payments to his surviving spouse will
commence on the first day of the month after his death, and the
54-month period will commence with such month. These payments will
be in lieu of any form of severance or separation pay to which Root
would otherwise be entitled under the Molex Severance Pay Plan or
otherwise. For purposes of §409A of the Internal Revenue Code,
each semi-monthly payment shall be treated as a separate
payment.
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d.
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Unused Vacation Pay
.
If on the Separation
Date, Root has any earned but unused vacation, he will be paid for
the amount of such vacation in a lump sum, less applicable tax
withholdings. This payment will be included in his last regular
paycheck, for the payroll period ending on the Separation
Date.
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e.
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Medical Continuation
Coverage . Following the Separation Date, Root
is eligible to participate in the Molex Retiree Medical Plan. From
the Separation Date through December 31, 2012, the Employer
shall cover Root and his spouse under the Molex Retiree Medical
Plan and shall provide to him and his spouse continued medical
coverage at active employee levels and active employee cost; any
medical coverage required to be provided to Root and his spouse
after the Separation Date pursuant to §4980B of the Internal
Revenue Code of 1986, as amended (“COBRA”) shall run
concurrently with medical coverage continuation provided under this
paragraph (e). Commencing with January 1, 2013, the Employer
shall provide Root and his spouse continued medical coverage at
retiree coverage levels and retiree medical rates. The foregoing
provisions will apply to Root’s spouse only if he elects to
cover her. Any reimbursement of any medical expense that is
eligible for reimbursement shall be paid not later than the last
day of the year following the year in which the expense is
incurred.
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f.
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Dental Continuation
Coverage . From the Separation Date through
December 31, 2012, the Employer shall provide Root and his
spouse continued dental coverage at active employee levels and
active employee cost. Commencing with January 1, 2013, Root and his
spouse’s continued dental coverage shall expire.
Any
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reimbursement of any dental expense
that is eligible for reimbursement shall be paid not later than the
last day of the year following the year in which the expense is
incurred.
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g.
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Profit Sharing Plan
.
Root will receive a
contribution to his Profit Sharing Account for calendar year 2009,
in accordance with the terms of the Profit Sharing and Retirement
Plan. This contribution will be made at the time provided in the
Profit-Sharing and Retirement Plan. Following the Separation Date,
Root will no longer be eligible to receive a Profit Sharing benefit
for any period after the Separation Date but he will be eligible
for a distribution of his Profit Sharing Account in accordance with
the terms of the Profit Sharing and Retirement Plan.
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h.
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401(k) Plan
.
Following the Separation
Date, Root will no longer be eligible to participate in the 401(k)
Plan for any period after the Separation Date but he will be
eligible to receive his 401(k) benefits in accordance with the
terms of the 401(k) Plan.
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i.
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Executive
Arrangements . Following the Separation Date, Root
will receive the distribution of his SERP/Deferred Compensation
account in accordance with the terms of the SERP/Deferred
Compensation Plan. Since his employment is terminating before age
59, under the terms of the SERP/Deferred Compensation Plan his
account will be paid in a lump sum in the seventh month after the
month that includes the Separation Date ( i.e. ,
July 2010 if the Separation Date is December 31,
2009).
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j.
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Outstanding Equity
Awards . Any non-vested or unexercised stock
options (or any other non-vested equity awards) will be cancelled
upon the Separation Date in accordance with the terms of the
applicable stock incentive plan.
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3.
Root’s Obligations . Root agrees that during the
Separation Period, he shall comply with the following
provisions:
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a.
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Non-Compete
.
Root will not, directly
or indirectly, either as an employee or a member of a partnership,
or as an employer, sponsor, promoter, stockholder (except for
publicly traded corporations), officer or director of a corporation
or other business entity, or otherwise own, manage, operate,
contract, consult, be employed by, participate in, or be connected
in any manner with the ownership, management, operation or control
of any business, whether foreign or domestic, similar to or
competing with the type of business conducted by the Employer and
the products produced by the Employer without the prior express
written consent of the Chief Executive Officer of the Employer.
During the Separation Period, Root shall seek approval from the
Chief Executive Officer of the Employer prior to engaging in any
work within the electronics industry.
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b.
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Non-Solicitation of
Emp
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