UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 1, 2005
________________________________________________
Date of Report (Date of earliest event reported)
Molex Incorporated
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(Exact name of registrant as specified in its charter)
Delaware 0-7491 36-2369491
_________________ ____________ ______________
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification
of incorporation) No.)
2222 Wellington Court, Lisle, Illinois 60532
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(Address of principal executive offices) (Zip Code)
(630) 969-4550
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
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On June 1, 2005, the Compensation Committee of the Board of
Directors of Molex Incorporated (the "Compensation Committee")
met and took the following actions, among others:
(a) Reviewed and approved certain officer compensation
arrangements. On June 1, 2005, the Compensation Committee
reviewed and determined salary levels for certain existing
executive officers and four individuals who were, as disclosed in
the Form 8-K filed on April 25, 2005, promoted to executive
officer positions effective on future dates. Such salary
determinations, along with the effective dates thereof, are set
forth in the schedule attached as Exhibit 99.1 hereto. The
salaries of executive officers not listed on Exhibit 99.1 will be
reviewed by the Compensation Committee in the first quarter of
fiscal 2006.
The promotion of Liam McCarthy to serve as President and
Chief Operating Officer of Molex effective July 1, 2005 and of
Graham C. Brock to serve as Corporate Vice President and the
Regional President of Europe effective July 1, 2005 require a
relocation of such individuals. The Compensation Committee
reviewed and approved certain other compensation with respect to
housing and transportation matters with respect to Messrs.
McCarthy and Brock as summarized on Exhibit 99.1. In addition,
in recognition of the increase in Mr. McCarthy's
responsibilities, the Compensation Committee authorized the grant
of a stock option with respect to 150,000 shares and a restricted
stock award of 25,000 shares to Mr. McCarthy under The 2000 Molex
Incorporated Long-Term Stock Plan. Copies of such Plan and the
related form of award agreement have previously been filed with
the Commission.
(b) Reviewed and approved the separation arrangement and
consulting agreement with Werner W. Fichtner. As disclosed in
the Form 8-K filed on April 25, 2005, Werner Fichtner, Corporate
Vice President and Regional President of Europe for 23 years will
be retiring effective June 30, 2005. On June 1, 2005, the
Compensation Committee reviewed and approved a form of
Consultancy Agreement. The Consultancy Agreement, which is expected
to be entered into on or before July 1, 2005, has a three year term
and provides, among other things, for payments to the consulting firm
with which Mr. Fichtner will be affiliated of EUR 214,260 (approximately
$279,138 based on current exchange rates) for each of the first two years and
of EUR 107,130 (approximately $139,569 based on current exchange rates)
the last year. The agreement includes obligations of consulting services,
confidentiality and a covenant not to compete against Molex in Europe
for a period ending one year after the termination or expiration of the
Consultancy Agreement. After June 30, 2006, Mr. Fichtner can elect to
terminate the Consultancy Agreement at any time by providing advance
written notice to Molex. Either party may terminate the Consultancy Agreement
at any time under certain other circumstances. The Compensation
Committee also authorized the payment by Molex for Mr. Fichtner's
leased automobile for two years (estimated annual cost of $33,862
based on current exchange rates) and for the premiums on two personal
life insurance policies (estimated annual cost of $28,620 based on
current exchange rates) for up to three years. The
Compensation Committee also authorized the grant of a stock
option with respect to 56,876 shares and a restricted stock award
of 10,552 shares to Mr. Fichtner under The 2000 Molex
Incorporated Long-Term Stock Plan. Copies of such Plan and the
related form of award agreement have previously been filed with
the Commission.
(c) Reviewed and approved the amended and restated Molex-
Japan Directors' and Executive Officers' Retirement Trust. On
June 1, 2005, the Compensation Committee reviewed and approved
the amended and restated Molex-Japan Directors' and Executive
Officers' Retirement Trust (the "Plan"). Molex-Japan Co., Ltd.,
a Japanese company ("Molex-Japan") and an indirect wholly owned
subsidiary of Molex Incorporated, maintains this defined
contribution plan as a retirement benefit for certain officers
and directors of Molex-Japan. All amounts payable under the Plan
are payable in cash. Goro Tokuyama, a Corporate Vice President
of Molex, is a participant in the Plan. The foregoing summary is
qualified in its entirety by reference to the Plan, a copy of
which is attached as Exhibit 99.2 hereto.
Item 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers.
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As previously disclosed, on April 22, 2005 Molex's Board of
Directors appointed Martin P. Slark as Vice Chairman and Chief
Executive Officer and Liam McCarthy to serve as President and
Chief Operating Officer of Molex effective July 1, 2005. Certain
terms of the compensation of Messrs. Slark and McCarthy in their
new positions were determined by the Compensation Committee on
June 1, 2005 and are disclosed in Item 1.01 above.
Item 9.01 Financial Statements and Exhibits.
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The following exhibits are being furnished as part of this
Form 8-K:
Exhibit Number Description
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99.1 Schedule with respect to Officer Compensation
99.2 Amended and Restated Molex-Japan Directors' and
Executive Officers' Retirement Trust
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
MOLEX INCORPORATED
Date: June 7, 2005 By: /s/ Louis A. Hecht
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Louis A. Hecht
Corporate Secretary and General
Counsel