THE 1998 MOLEX INCORPORATED STOCK OPTION PLAN
(As Amended and Restated as of June 1, 2001)
PLAN HISTORY
PLAN ACTION ADOPTION EFFECTIVE
Original October 23, 1998 October 23, 1998
Amendment No. 1 October 20, 2000 July 1, 2000
Amendment No. 2 June 1, 2001 June 1, 2001
THE 1998 MOLEX INCORPORATED STOCK OPTION PLAN
TABLE OF CONTENTS
ARTICLE I. GENERAL 1
1.1 Name of Plan 1
1.2 Purpose 1
1.3 Eligibility 1
ARTICLE II. TERM OF PLAN 1
2.1 Effective Date 1
2.2 Expiration 1
ARTICLE III. STOCK SUBJECT TO PLAN 1
3.1 Class of Stock 1
3.2 Number of Shares 1
3.3 Source of Stock 1
3.4 Expired, Forfeited or Canceled Options 1
ARTICLE IV. ADMINISTRATION 1
4.1 Committee 1
4.2 Makeup of the Committee 1
4.3 Action by the Committee 2
4.4 Power to Grant Options 2
4.5 Power to Buy Option Stock 2
4.6 Other Powers 2
ARTICLE V. GRANT OF OPTION 2
5.1 Option Price 2
5.2 Fair Market Value 2
5.3 Evidence of Option 2
5.4 Rights as a Shareholder 2
ARTICLE VI. EXERCISE OF OPTION 2
6.1 Initial Waiting Period 2
6.2 Vesting Periods 2
a. Normal Vesting 2
b. Accelerated Vesting 3
c. Vesting Upon Involuntary Termination 3
6.3 Cumulative Rights 3
6.4 Expiration 3
6.5 Form of Exercise 3
ARTICLE VII. TERMINATION OF OPTION 4
7.1 Expiration Date 4
ARTICLE VIII. TRANSFERABILITY 4
8.1 Non-Transferable 4
8.2 Death 4
ARTICLE IX. ADJUSTMENT OF NUMBER OF SHARES 4
9.1 Stock Dividends 4
9.2 Reorganization 4
9.3 Other Changes 5
9.4 Adjusted Option Price 5
9.5 Fractional Shares 5
ARTICLE X. SECURITIES REGULATION 5
10.1 Registered Stock 5
10.2 Unregistered Stock 5
THE 1998 MOLEX INCORPORATED STOCK OPTION PLAN
(As Amended and Restated as of June 1, 2001)
ARTICLE I. GENERAL
1.1 Name of Plan. The name of the plan described in detail herein shall be
The 1998 Molex Incorporated Stock Option Plan ("Plan").
1.2 Purpose. The purpose of the Plan is to induce certain designated
employees to remain in the employ of Molex Incorporated, a Delaware
corporation, (the "Company") or any of its subsidiaries and affiliates, and to
encourage such employees 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.
1.3 Eligibility. Any regular employee of Molex Incorporated or any of its
subsidiary companies and affiliated companies, subject to the terms and
conditions of the Plan, may be granted an option under this Plan.
Notwithstanding the foregoing, the following Company personnel shall be
ineligible: any director or executive officer of Molex Incorporated.
ARTICLE II. TERM OF PLAN
2.1 Effective Date. The Plan shall become effective upon adoption by the
Board of Directors of the Company.
2.2 Expiration. This Plan shall expire June 30, 2009 and no option shall
be granted after such expiration date.
ARTICLE III. STOCK SUBJECT TO PLAN
3.1 Class of Stock. The stock that shall be subject to option under the
Plan shall be Molex Incorporated Class A Common Stock, $.05 par value
(the "Stock").
3.2 Number of Shares. Ten million (10,000,000) shares of the Stock shall
be reserved for issue upon the exercise of options granted under the Plan.
3.3 Source of Stock. Upon the exercise of options granted under the Plan,
the Stock shall be issued from either authorized but unissued stock or Treasury
stock as directed by the Committee.
3.4 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 unpurchased or unexercised shares subject
thereto shall again be available for the purposes of the Plan.
ARTICLE IV. ADMINISTRATION
4.1 Committee. The Plan shall be administered by a committee
(the "Committee") under the terms and conditions and powers set forth herein.
4.2 Makeup of the Committee. The Committee shall consist of at least two
members appointed by the Board of Directors of the Company. No members of the
Committee may be eligible to participate in the Plan.
4.3 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. Unless and until the Board of Directors shall
appoint such Committee, the whole Board of Directors shall constitute the
Committee. Any decision or determination reduced to writing and signed by a
majority of the members shall be fully as effective as if it had been made by
a majority vote at a meeting duly called and held.
4.4 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 employees, their present and potential contribution to the Company's
success, and such other factors as the Committee in its discretion shall deem
relevant.
4.5 Power to Buy Option Stock. The Committee, in its sole discretion, if
it believes that a particular optionee is suffering under an undue financial
hardship, may cause the Company to buy as Treasury Stock up to fifty percent
(50%) of the option stock actually exercised by that particular optionee. In
such a case, the Company shall pay to the optionee the fair market value of the
shares of option stock at the time the Committee elects to repurchase.
4.6 Other Powers. Subject to the express provisions of the Plan, the
Committee shall also have complete authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to it, to
determine the terms and provisions of the respective option agreements (which
need not be identical), and to make all other determinations necessary or
advisable for the administration of the Plan.
ARTICLE V. GRANT OF OPTION
5.1 Option Price. The option price shall be not less than ten percent
(10%) nor more than one hundred percent (100%) of the fair market value of the
stock of the Company on the date of granting the option as determined by the
Committee.
5.2 Fair Market Value. For the purposes of this Article, fair market value
shall be the closing price of the Stock on the date of granting the option as
reported by the Wall Street Journal.
5.3 Evidence of Option. Options granted shall be evidenced by agreements,
warrants, and/or other instruments in such form as the Committee shall deem
advisable and shall contain such terms, provisions, and conditions not
inconsistent herewith as may be determined by the Committee.
5.4 Rights as a Shareholder. An optionee shall have no rights as a
stockholder with respect to shares covered by his option until the day of
issuance of stock certificate to him and after such shares are fully paid.
ARTICLE VI. EXERCISE OF OPTION
6.1 Initial Waiting Period. No option shall be exercisable until at least
one year after the date of grant.
6.2 Vesting Periods. After the initial waiting period, an optionee may
exercise his option to the extent that the shares covered by said option
become vested. The vesting schedule is as follows:
a. Normal Vesting. The shares covered by such an option shall vest in
amounts and times determined by the Committee in its sole discretion; provided
that the time in which an option becomes one hundred percent (100%) vested
cannot exceed eight (8) years.
b. Accelerated Vesting. Notwithstanding the foregoing, all options shall
immediately vest one hundred percent (100%) and become immediately exercisable
for a period of one (1) year after one of the following events:
(1) Death;
(2) Total disablement;
(3) Retirement, if all of the following conditions at the time of
termination of employment are met:
(a) the optionee has reached age 59 1/2; and
(b) the optionee was employed at least fifteen (15) years with the
Company and/or any of its subsidiaries; and
(c) The Committee has determined that the reason for termination is
due to retirement.
(4) Termination not covered above, but only if all of the following
conditions are met at the time of termination of employment:
(a) the optionee has reached age 55; and
(b) the optionee accepts termination subject to a written program
or agreement adopted in furtherance of a planned employee
reduction plan.
c. Modified Accelerated Vesting Upon Termination Pursuant to a
Termination Agreement. Notwithstanding anything herein to the contrary, any
outstanding unvested options shall vest in the following manner and to the
extent set forth below but only if
(1) The optionee was employed at least twenty (20) years with the
Company and/or any of its subsidiaries or the Committee finds, in
its sole discretion, that the optionee is deemed to have achieved
a certain key management position; and
(2) The optionee's employment was terminated by the Company pursuant
to a written termination agreement having a term for a stated
number of years from the date of separation (the "Term") during
which the optionee agrees to certain obligations running in favor
of the Company and/or the Company agrees to give optionee certain
benefits.
If all the conditions set forth above have been satisfied, the unvested
shares of each of the optionee=s outstanding options shall vest pro rata
on each anniversary of the termination date during the Term or whenever
the shares of the particular option would have otherwise vested,
whichever is earlier.
6.3 Cumulative Rights. The right to exercise any option as set forth in
Section 6.2 shall be cumulative. That is, an optionee may exercise in any
given year those shares he could have exercised in a previous year but did not.
6.4 Expiration. No option may be exercised after one (1) year from the
date the option becomes one hundred percent (100%) vested.
6.5 Form of Exercise. The option may only be exercised according to the
terms and conditions established by the Committee, consistent with the limits
set forth herein, at the time the option is granted. Subject to the foregoing
terms and conditions, an option may be exercised by a written notice delivered
to the Company's principal office of the optionee's intent to exercise the
option with respect to a specified number of shares of Stock along with payment
to the Company of the amount of the aggregate option purchase price for the
number of shares of Stock exercised. Stock that is already owned by an
optionee may be tendered as all or part of the aggregate option purchase price.
If Stock is used for payment, it shall be valued at the closing price on the
date of exercise as reported by the Wall Street Journal.
ARTICLE VII. TERMINATION OF OPTION
7.1 Expiration Date. Every option granted under this Plan shall terminate
and expire at the earliest of
a. the date of expiration set when such option was granted; or
b. one (1) year after one of the events set forth in Subsection 6.2b; or
c. one (1) year after the shares of an option become 100% vested as set
forth in Subsection 6.2c or earlier upon breach of the termination
agreement; or
d. the end of the month following the month in which an optionee's
employment is involuntarily terminated for any reason except for
misconduct or pursuant to the circumstances set forth in Subsections 6.2b
or c; or
e. the day of an optionee's voluntary termination not covered by the above
subsections of this Section 7.1 or termination due to misconduct.
ARTICLE VIII. TRANSFERABILITY
8.1 Non-Transferable. Any option granted under the plan is not
transferable and can be exercised only by the optionee during his or her life
subject to Section 8.2 of this Article.
8.2 Death. In the event of the death of an optionee while still employed
by the Company or a parent or a subsidiary, his option, to the extent he or she
could have exercised it on the date of his or her death, may be exercised by
the personal representative of the estate of the optionee within one (1) year
after the date of his or her death in accordance with the terms established by
the Committee at the time the option was granted, but (as set forth in Article
VII) not later than the expiration date set forth in Section 6.4.
ARTICLE IX. ADJUSTMENT OF NUMBER OF SHARES
9.1 Stock Dividends. In the event that a dividend shall be declared upon
the Stock payable in shares of Stock, the number of shares of stock then
subject to any such option and the number of shares reserved for issuance
pursuant to the Plan, but, not yet covered by an option, shall be adjusted by
addition to each such share the number of shares which would be distributable
thereon if such share had been outstanding on the date fixed for determining
the stockholders entitled to receive such stock dividend.
9.2 Reorganization. In the event that the outstanding shares of the Stock
shall be changed into or exchanged for a different number of kind of shares of
Stock or other securities of the Company, or of another corporation, whether
through reorganization, recapitalization, stock split up, combination of shares
merger or consolidation, then, there shall be substituted for each share of
Stock subject to any such option and for each share of Stock reserved for
issuance pursuant to the Plan, but, not yet covered by an option, the number
and kind of shares of Stock or other securities into which each outstanding
share of Stock shall be so changed or for which each such share of Stock shall
be exchanged.
9.3 Other Changes. In the event there shall be any change, other than as
specified above in this Article, in the number or kind of outstanding shares
of the Stock or of any stock or other securities into which such stock shall
have been changed or for which it shall have been exchanged, then, if the
Committee shall, in its sole discretion, determine that such change equitably
requires an adjustment in the number or kind of shares theretofore reserved
for issuance pursuant to the Plan, but, not yet covered by an option and of
the shares then subject to an option or options, such adjustments shall be
made by the Committee and shall be effective and binding for all purposes of
the Plan and of each stock option.
9.4 Adjusted Option Price. In the case of any substitution or adjustment
as provided for in this Article, the option price in each stock option
agreement for each share covered thereby prior to such substitution or
adjustment will be the option price for all shares of Stock or other
securities which shall have been substituted for such share or to which such
share shall have been adjusted pursuant to this Article.
9.5 Fractional Shares. No adjustment or substitutions provided for in this
Article shall require the Company in any stock option agreement to sell a
fractional share, and the total substitution or adjustment with respect to each
stock option agreement shall be limited accordingly.
ARTICLE X. SECURITIES REGULATION
10.1 Registered Stock. The Company shall not be obligated to sell or issue
any shares under any option granted hereunder unless and until the shares with
respect to which the option is being exercised are effectively registered or
exempt from registration under the Securities Act of 1933 and for any other
federal or state law governing the sale and issuance of such shares or any
securities exchange regulation to which the Company might be subject.
10.2 Unregistered Stock. In the event the shares are not effectively
registered, but can be issued by virtue of an exemption, the Company may issue
option shares to an optionee if the optionee represents that he is acquiring
such shares as an investment and not with a view to, or for sale in connection
with, the distribution of any such shares. Certificates for shares of Stock
thus issued shall bear an appropriate legend reciting such representation.