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
July 28, 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
________________________________________ __________
(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 July 28, 2005, the Compensation Committee of the Molex
Incorporated Board of Directors met and took the following
actions, among others:
(a) Reviewed and approved certain salary arrangements. The
Compensation Committee reviewed and determined fiscal 2006 salary
levels for the officers listed on Exhibit 99.1 hereto. Such
salary determinations, along with the effective dates thereof,
are set forth in the schedule attached as Exhibit 99.1 hereto.
(b) Reviewed and approved Cash Merit Bonus Plan for
Executive Officers. The Compensation Committee reviewed and
approved the fiscal year 2006 cash merit bonus plan. This plan
provides that cash bonuses will be paid to executive officers
based on the achievement of certain profit before tax and
individual performance objectives. The cash bonus opportunity for
executive officers under such plan ranges from 0% to 150% of base
salary. Payments to executive officers under the plan may be
more or less than a target bonus as a function of the Company's
results or individual performance. The cash bonus opportunity is
30% of base salary based on achievement of minimum performance
goals, 60% of base salary based on achievement of target
performance goals and 150% of base salary based on achievement of
maximum performance goals. If minimum performance goals are not
achieved, no bonus is payable under this plan. In addition, the
Compensation Committee, in its discretion, may downwardly adjust
the potential bonus award to a lesser percentage, including 0%,
to take into consideration unusual events. An overview of the
cash merit bonus plan is attached as Exhibit 99.2 hereto, and is
incorporated herein by reference. The foregoing summary is
qualified in its entirety by reference to the full text of such
exhibit.
(c) Reviewed and approved a revision to retirement
arrangement with Goro Tokuyama. The Compensation Committee
reviewed and approved a revision to the previously disclosed
retirement arrangement with Goro Tokuyama, Regional President of
Molex's Far East North Region. The revisions reflect Mr.
Tokuyama's previously announced resignation as an executive
officer of the Company and take into account changes in Mr.
Tokuyama's compensation due to a merit pay increase. An overview
of the revised arrangement is attached as Exhibit 99.3 hereto,
and is incorporated herein by reference. The foregoing summary
is qualified in its entirety by reference to the full text of
such exhibit.
On July 28, 2005, the Molex Board of Directors, upon the
recommendation of the Compensation Committee, took the following
actions regarding supplemental executive retirement benefits.
Molex maintains a Supplemental Executive Retirement Plan ("SERP")
that provides senior executives, including executive officers,
with certain benefits upon retirement. All amounts payable under
the SERP are payable in cash. In response to federal income tax
law changes governing non-qualified deferred compensation
arrangements, the Board approved freezing Molex's existing SERP
in order to ensure that SERP benefits that are not subject to the
new tax law continue to be provided under the terms of the SERP,
without adverse tax consequences for the participants. At the
same time, the Board approved a new Supplemental Executive
Retirement Plan that provides for supplemental retirement
benefits that are subject to the new tax law, on terms and
conditions intended to comply with the new tax law. A copy of
such Supplemental Executive Retirement Plan is attached as
Exhibit 99.4 hereto, and is incorporated herein by reference.
The foregoing summary is qualified in its entirety by reference
to the full text of such exhibit.
On July 28, 2005, the Executive Committee of the Board of
Directors, upon the recommendation of the Nominating and
Corporate Governance Committee, met and approved the adoption of
the 2005 Molex Outside Directors' Deferred Compensation Plan (the
"Plan"), pursuant to which non-employee directors of the Company
may defer their compensation for board service. The Plan
provides that any non-employee director may elect to defer all or
a portion of his or her director fees, including annual retainer,
board meeting fees, and board committee meeting fees, paid by the
Company to a deferred compensation account. A participant may
elect to have the amount deferred (1) accrue interest during each
calendar quarter at a rate equal to the six month Treasury Bill
rate in effect at the beginning of each calendar quarter, or (2)
credited as stock "units" whereby each unit is equal to one share
of Molex common stock. If the participant elects to receive a
stock-based rate of return, the number of deferred stock units
credited to a participating director's account equals the amount
of the deferred cash compensation divided by the fair market
value of Molex common stock on the date the deferred fees would
otherwise be paid. Dividend equivalents are earned on deferred
stock units based upon the fair market value of a share of Molex
Common Stock on the dividend payment date. At the time of
distribution, any stock units are converted into cash by
multiplying the number of units by the fair market value of the
stock as of the payment date. The Plan provides that
distribution of the aggregate value of the participant's account
is to commence within 30 days of the earliest of the following
events: (1) termination of service with Molex after age 59 1/2; or
(2) age 59 1/2 if termination with Molex occurs before age 59 1/2; or
(3) disability; or (4) death; or (5) an unforeseeable emergency
(as defined in the Plan). The cumulative amount that is deferred
for each participating director is subject to the claims of the
general creditors of Molex. A copy of the Outside Directors'
Deferred Compensation Plan is attached as Exhibit 99.5 hereto,
and is incorporated herein by reference. The foregoing summary
description is qualified in its entirety by reference to the full
text of such Plan.
Item 8.01 Other Events.
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On July 28, 2005, Molex issued a press release announcing an
increase in the Company's cash dividend. The press release is
filed as Exhibit 99.6 hereto and is incorporated herein by
reference.
Molex also announced that its Board of Directors has set the
time and date for its 2005 Annual Meeting of Stockholders for
10:00 a.m., Chicago time, on October 28, 2005. The record date
for determination of stockholders entitled to notice of and to
vote at the meeting was set as the close of business on September
2, 2005. The meeting will be held at the Wyndham Hotel located
at 3000 Warrenville Road, Lisle, Illinois.
Item 9.01 Financial Statements and Exhibits.
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The following exhibits are being filed as part of this Form
8-K:
Exhibit Number Description
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99.1 Schedule with respect to Officer Compensation
99.2 Molex Cash Merit Bonus Plan
99.3 Retirement Arrangement with Goro Tokuyama
99.4 Supplemental Executive Retirement Plan
99.5 Molex Outside Directors' Deferred Compensation Plan
99.6 Press Release dated July 28, 2005
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: August 2, 2005 By: /s/ Louis A. Hecht
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Louis A. Hecht
Corporate Secretary and General
Counsel