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 29, 2005
________________________________________________
Date of Report (Date of earliest event reported)
Molex Incorporated
______________________________________________________
(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
________________________________________ __________
(Address of principal executive offices) (Zip Code)
(630) 969-4550
____________________________________________________
(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
_________ __________________________________________
On June 29, 2005, the Board of Directors, upon the
recommendation of the Nominating and Corporate Governance
Committee, approved certain changes to the cash compensation
payable to non-employee directors, effective July 1, 2005. A
summary of the non-employee director compensation arrangements
approved by the Board is attached as Exhibit 99.1 hereto.
Effective July 1, 2005, the annual retainer paid to each non-
employee Molex director was increased from $35,000 to $50,000 and
the fee paid to each non-employee director increased from $2,000
per Board meeting to $3,000 per Board meeting. The other
elements of non-employee director compensation summarized on
Exhibit 99.1 hereto were not changed.
Item 8.01 Other Information.
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On June 29, 2005, the Molex Board of Directors, upon the
recommendation of the Nominating and Corporate Governance
Committee approved the following Board committee assignments for
the fiscal year beginning July 1, 2005:
Audit Committee: Douglas K. Carnahan, Chairman; Michelle L.
Collins; and Robert J. Potter.
Compensation Committee: Joe W. Laymon; Masahisa Naitoh; and
Robert J. Potter, Chairman.
Nominating and Corporate Governance Committee: Michael J.
Birck; Michelle L. Collins; and Edgar D. Jannotta, Chairman
Executive Committee: Michael J. Birck; Edgar D. Jannotta;
Frederick A. Krehbiel, Co-Chairman; John H. Krehbiel, Jr.,
Co-Chairman; and Martin P. Slark.
On June 29, 2005, Molex's Board of Directors appointed
Katsumi Hirokawa as a Corporate Vice President of Molex effective
on July 1, 2005. Mr. Hirokawa, age 58, has been with Molex for
10 years and currently serves as President and Representative
Director of Molex-Japan Co., Ltd., Molex's largest foreign
subsidiary. The Board also accepted the resignation of Goro
Tokuyama as a Corporate Vice President effective June 30, 2005.
Mr. Tokuyama will continue to serve as Regional President of
Molex's Far East North Region. Mr. Tokuyama's resignation is in
accordance with the previously disclosed plan for a reduction of
his responsibilities as part of his retirement planning.
Item 9.01 Financial Statements and Exhibits.
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The following exhibit is being furnished as part of this
Form 8-K:
Exhibit Number Description
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99.1 Summary of Non-Employee Director Compensation
Arrangements
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: July 6, 2005 By: /s/ Louis A. Hecht
_______________________________
Louis A. Hecht
Corporate Secretary and General
Counsel
EXHIBIT 99.1
Summary of Non-Employee Director Compensation Arrangements
Effective July 1, 2005 (1)
__________________________
Annual Retainer $50,000/year
Board Meeting Fee $3,000/meeting
Committee Meeting Fee $2,000/meeting
Committee Chairman Meeting Fee $3,000/meeting
(other than Audit Committee Chairman)
Audit Committee Chairman Meeting Fee $4,000/meeting
Annual Stock Option Grant 200 shares (2)
multiplied by
the number of
years of
service or
fraction
thereof.
(1) All retainer and meeting fees are payable quarterly.
(2) The amount of shares increases to 500 multiplied by the
number of years of service or fraction thereof, if the
following two financial conditions are met for the fiscal
year ended immediately prior to the grant:
* Molex's net profits (after taxes) are at least ten percent
(10%) of the net sales revenue; and
* Molex's net sales revenue increased at least 1.5 times the
"Worldwide Growth" of the general connector market as compared to
the previous year's net sales revenue. For purposes of
determining the Worldwide Growth, the Compensation Committee
chooses one or more outside independent sources
Notwithstanding the foregoing, the number of shares
subject to the annual option given to each outside
director under the ISO Plan cannot exceed 3,000 shares or
an amount whose fair market value on the date of grant is
greater than $100,000.