EXHIBIT 99.4
Molex Incorporated 2005 Supplemental Executive Retirement Plan
______________________________________________________________
(Effective as of January 1, 2005)
Article 1. Establishment and Purposes
1.1 Establishment. Molex Incorporated, a Delaware corporation
(the "Company"), hereby establishes the Molex 2005 Supplemental
Executive Retirement Plan effective as of January 1, 2005 (the
"Plan"), a nonqualified retirement program plan for key employees
as described herein. The Plan is intended to comply with the
provisions of Section 409A of the Internal Revenue Code enacted
under the American Jobs Creation Act of 2004, and any regulations
issued thereunder. The Plan shall be interpreted and
administered consistent with this intent and shall apply to all
amounts deferred under the Plan on or after January 1, 2005.
1.2 Purposes. The purposes of the Plan are as follows:
(a) Restoration of Qualified Benefits. To restore the intended
operation of the Profit Sharing Plan for a select group of
management or highly compensated employees of an Employer by
replacing benefits lost thereunder due to certain statutory
restrictions. Further, this Plan provides for restoration of
company matching contributions and participant deferrals under
the 401(k) Plan.
(b) Expatriate Deferrals. To allow an Expatriate to defer up to
100% of Pay while he or she is expatriated out of the United
States and therefore subject to tax in a foreign jurisdiction at
rates significantly higher than the applicable United States
Federal income tax rates.
(c) Unfunded Plan. To be an unfunded plan maintained primarily
to provide deferred compensation benefits for "a select group of
management or highly compensated employees" within the meaning of
Sections 201, 301, and 401 of ERISA, and therefore is further intended
to be exempt from the provisions of Parts 2, 3, and 4 of Title I
of ERISA.
(d) Discretionary Deferred Contributions. To contribute funds
above and beyond the restored qualified benefits set forth in
Section 1.2(a).
Article 2. Definitions
2.1 Definitions. Whenever used herein, the following terms
shall have the respective meanings set forth below and, when
intended, such terms shall be capitalized:
(a) "Account" means the bookkeeping ledger established for each
Participant for the purpose of tracking Deferred Amounts and
earnings thereon and represents all Deferred Amounts plus (or
minus) any gains (or losses) accruing as a result of Investment
Elections.
(b) "Affiliate" means any corporation, organization, or entity
which is under common control with the Company or which is
otherwise required to be aggregated with the Company pursuant to
paragraphs (b), (c), (m), or (o) of Code Section 414.
(c) "Beneficiary" means the person, trust, or other entity
designated by the Participant to receive benefits that may become
payable hereunder upon his or her death pursuant to Section 6.6
of the Plan.
(d) "Bonus" means a payment of annual cash compensation that
meets the requirements for "performance based compensation"
within the meaning of Section 409A of the Code.
(e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Committee" means the administrative body appointed by the
Company to administer the Plan.
(g) "Company" means Molex Incorporated, a Delaware corporation.
(h) "Company Contributed Deferred Amounts" means the aggregate
amount of Supplemental Profit Sharing Contributions, Supplemental
401(k) Company Match Contributions, and any discretionary
amounts, if any, contributed by an Employer to the Participant's
Account.
(i) "Deferral Election" means the Participant's election to
defer his or her Company Contributed Deferred Amounts and/or
Participant Contributed Deferred Amounts pursuant to Article 5.
(j) "Deferral Form" means the form that the Participant must
complete and return to the Committee, in accordance with the
rules and procedures as may be established by the Committee, in
order to elect to defer Company Contributed Deferred Amounts
and/or Participant Contributed Deferred Amounts under the Plan.
(k) "Deferred Amounts" means the aggregate amount of Company
Contributed Deferred Amounts and Participant Contributed Deferred
Amounts.
(l) "Disability" means the Participant is:
(i) unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental
impairment which can be expected to last for a continuous period
of not less than twelve (12) months; or
(ii) by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than twelve
(12) months, receiving income replacement benefits for a period
of not less than three (3) months under an accident and health
plan of an Employer that then covers the Participant.
(m) "Distribution Date" means, for all Deferred Amounts except
Expatriate Deferrals and Participant Deferrals, the earlier to
occur of:
(i) in the case of Disability, the date specified in Section 6.4;
(ii) in the case of death, the date specified in Section 6.5; or
(iii)in the case of Separation from Service other than for
Retirement, death, or Disability, the date specified in Section 6.3.
For Expatriate Deferrals and Participant Deferrals,
"Distribution Date" shall mean the earlier to occur of
the Early Benefit Distribution election date or the dates
specified above dependent upon the reason for the
Participant's Separation from Service.
(n) "Early Benefit Distribution" means the date elected by the
Participant on his or her initial Deferral Form for the early
distribution of his or her Expatriate Deferral and/or Participant
Deferral, as provided in Section 6.2 of the Plan.
(o) "Effective Date" means January 1, 2005.
(p) "Employer" means the Company, and any corporation,
organization or entity that is an Affiliate and either adopts the
Plan pursuant to Section 12.1 or continues the Plan as a
successor under Section 13.3.
(q) "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, or any successor thereto.
(r) "Expatriate" means an employee of an Employer who is
expatriated out of the United States and is therefore subject to
tax in a foreign jurisdiction at rates significantly higher than
the applicable United States Federal income tax rates.
(s) "Expatriate Deferral" means the amount of Pay an Expatriate
elects to defer while he or she is expatriated out of the United
States pursuant to Section 5.4 that, but for such election, would
have otherwise been paid to the Expatriate.
(t) "401(k) Plan" means the Molex Incorporated Employees' 401(k)
Savings Plan.
(u) "Forfeiture" means the unvested portion (in accordance with
Section 5.6) of a Participant's Account as of a participant's
Distribution Date.
(v) "Investment Elections" shall have the same meaning as
defined with respect to the Trust Agreement described in Article 9.
(w) "Participant" means an employee of an Employer who has been
approved for eligibility by the Committee as provided in Article 4.
(x) "Participant Contributed Deferred Amounts" means the
aggregate amount of Supplemental 401(k) Participant
Contributions, Expatriate Deferrals, and Participant Deferrals.
(y) "Participant Deferral" means the amount of Pay a Participant
elects to defer pursuant to Section 5.3 that, but for such
election, would have otherwise been paid to the Participant.
(z) "Pay" means base Salary and Bonuses.
(aa) "Plan" means the Molex Incorporated Supplemental Executive
Retirement Plan, as herein provided.
(bb) "Plan Year" means the consecutive 12-month period beginning
each January 1 and ending December 31.
(cc) "Profit Sharing Plan" means the Molex Incorporated Profit
Sharing and Retirement Plan, or any successor plan thereto.
(dd) "Salary" means base salary and payments of cash compensation
other than Bonuses.
(ee) "Separation from Service" means the Participant's
termination of employment with the Employer for any reason,
including Retirement, death, or Disability, or as otherwise
provided by the Department of Treasury in regulations promulgated
under Code Section 409A.
(ff) "Supplemental 401(k) Company Match Contributions" means the
Company match contributions and other credits (e.g.,
Forfeitures), as computed by the Committee in its sole
discretion, made to a Participant's Account to restore the net
Company matching contributions lost under the 401(k) Plan.
(gg) "Supplemental 401(k) Participant Contributions" means the
amount deferred by a Participant, the maximum amount of which is
to be established by the Committee prior to each Plan Year, with
such amount intended to approximate the maximum amount which may
be deferred under the 401(k) Plan pursuant to Code Section 402(g) less
the amount which actually could be deferred under the 401(k)
Plan.
(hh) "Supplemental Profit Sharing Contributions" means the
Company contributions and other credits (e.g., Forfeitures), as
computed by the Committee in its sole discretion, made to a
Participant's Account to restore the net benefits lost under the
Profit Sharing Plan as a result of limitations imposed by ERISA
and the Code.
(ii) "Trust Agreement" or "Trust" means the trust agreement and
the trust established by the Company for the Plan, as described
in Article 8.
(jj) "Trustee" means the original Trustee named in the Trust
Agreement and any duly appointed successor thereto.
(kk) "Unforeseeable Emergency" means a severe financial hardship
to the Participant resulting from an illness or accident of the
Participant, the Participant's spouse or dependent (as defined in
Code Section 152(a)), loss of the Participant's property due to casualty
or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the Participant's control.
Any distribution made on account of an Unforeseeable Emergency
shall be made pursuant to Section 6.9.
(ll) "Vested Benefit" means the amount equal to the vested
portion (in accordance with Section 5.6) of a Participant's
Account at any time. All Vested Benefits shall be determined by
valuing the Participant's Account as of the close of the business
day immediately prior to the Distribution Date.
2.2 Gender and Number. Except when otherwise indicated by the
context, any masculine term used herein also shall include the
feminine; the plural shall include the singular and the singular
shall include the plural.
Article 3. Administration
3.1 The Committee. This Plan shall be administered by the
Committee in accordance with rules and regulations that the
Committee shall establish from time to time, which are consistent
with the provisions of this Plan.
3.2 Authority of the Committee. The Committee shall have full
power to make any determination that may be necessary or
advisable for the Plan's administration including, but not
limited to, the following:
(a) select employees for participation in the Plan including who
is a key employee and which group or class of Participants are
eligible to defer which kind of deferrals;
(b) determine the amount of Supplemental Profit Sharing
Contributions and Supplemental 401(k) Company Match
Contributions, if any;
(c) establish the maximum Supplemental 401(k) Participant
Contribution, if any;
(d) establish the maximum Participant Deferrals and Expatriate
Deferrals, if any;
(e) select and change from time to time the investment funds
available;
(f) construe and interpret the Plan and any agreement or
instrument entered into hereunder;
(g) determine whether a Participant has incurred a Disability or
suffered an Unforeseeable Emergency; and
(h) establish, amend, or waive rules and regulations for the
Plan's administration.
3.3 Delegation of Committee Members' Powers. A Committee
member, by writing, may delegate any or all of his or her rights,
powers, duties, and discretions to any other Committee member,
with the consent of the latter. The Committee may delegate any
or all of its powers, rights, duties, and discretions to an
individual to act as "Administrator" who may, but need not be, a
Committee member or an employee of the Company. Such delegation
and the acceptance thereof by such individual shall be in writing
and written notice of such delegation shall be given to the
Company. To the extent the Committee has delegated its powers,
rights, duties, and discretions to an administrator, the term
"Committee" as used in this Plan shall include such
administrator.
3.4 Manner of Action of the Committee. The Committee members
may act by meeting, or by writing signed without meeting, and may
sign any document by signing one document or concurrent
documents.
3.5 Decisions Binding. All determinations and decisions made by
the Committee pursuant to the provisions of the Plan shall be
final, conclusive, and binding on all persons, including the
Employer, its owners, employees, Participants, and their estates
and Beneficiaries.
3.6 Indemnification. The Company shall indemnify and hold the
members of the Committee, its and their delegates and each
Employer's directors, officers, and employees harmless from all
claims, liabilities, and costs (including reasonable attorneys'
fees) arising out of the good faith performance of their
functions hereunder.
3.7 Claims Procedures. Claims for benefits under the Plan shall
be determined by the Committee, which shall have the sole
discretionary authority to interpret the Plan, to determine
factual matters under the Plan and to decide claims for benefits
under the Plan. The claims procedures used by the Committee
under the Plan shall be the claims procedures set forth in the
Profit Sharing Plan for claims for benefits under the Profit
Sharing Plan. Benefits shall be paid under the Plan only if the
Committee determines in its discretion that the claimant is
entitled to them.
Article 4. Eligibility and Participation
4.1 Eligibility. To be eligible to participate in the Plan for
a given year, a person must be among a select group of management
or highly compensated employees of an Employer, and selected for
participation by the Committee, such that the Plan qualifies for
a "top hat" exemption from most of the substantive requirements
of Title I of ERISA, as described in Section 1.2(c).
Accordingly, the Committee may terminate the participation of any
or all Participants in order to achieve and maintain this
intended result. The Committee shall have the sole discretion to
determine eligibility pursuant to the Plan.
4.2 Notice of Eligibility. Eligible employees shall be notified
of their eligibility to participate prior to the beginning of
each Plan Year in which they are eligible.
4.3 Right to Participation or Employment. No employee shall
have the right to be selected to participate in this Plan or,
having been so selected, to be selected to participate in any
future Plan Year. Further, nothing in the Plan shall interfere
with or limit in any way the right of an Employer to terminate
any Participant's employment at any time, nor confer upon any
Participant a right to continue in the employ of an Employer.
4.4 Effect of Subsequent Ineligibility. In the event a
Participant ceases to be eligible for continued participation in
the Plan for any reason, such individual shall become an inactive
Participant, retaining all the rights relating to previous
Deferred Amounts as described under the Plan, until such time
that such individual again is determined by the Committee to be
an active Participant or until Separation from Service.
Article 5. Company Contributions and Deferrals
5.1 Annual Company Contributions. For each Plan Year, the
Committee shall make a contribution equal to the Company
Contributed Deferred Amounts to the Account of any Participant
otherwise eligible pursuant to the Profit Sharing and 401(k)
Plans.
5.2 Participant Deferral. A Participant may elect to defer
receipt of a portion of his or her Pay by delivering a properly
executed Deferral Form to the Committee within the time specified
in Section 5.6 (i.e., the Participant Deferral). The Deferral
Form shall designate the amount or percentage of Pay that is to
be deferred. The Committee shall have the sole discretionary
authority to establish the maximum amount of Participant
Deferrals a Participant shall make to the Plan each Plan Year.
The Deferral Election shall be irrevocable once effective.
5.3 Expatriate Deferral. An Expatriate may elect to defer up to
100% of his or her Pay while he or she is expatriated out of the
United States by delivering a properly executed Deferral Form to
the Committee within the time specified in Section 5.6 (i.e., the
Expatriate Deferral). The Deferral Form shall designate the
amount or percentage of Pay that is to be deferred. The Deferral
Election shall be irrevocable once effective.
5.4 Supplemental 401(k) Participant Contribution. A Participant
may elect to make a Supplemental 401(k) Participant Contribution
to the Plan in the amount specified by the Committee by
delivering a properly executed Deferral Form to the Committee
within the time specified in Section 5.6. The Deferral
Election shall be irrevocable once effective.
5.5 Election.
(a) A Participant shall make the irrevocable election to defer
any Participant Contributed Deferred Amounts under the Plan for
any Plan Year by delivering to the Committee a properly executed
Deferral Form made available by the Committee. The Deferral Form
shall clearly specify the time and form of payment of the
Deferred Amount. The Deferral Form shall be completed and filed
with the Committee (i) with respect to deferrals of Salary,
before the beginning of the Plan Year commencing January 1, 2005
and before the beginning of each Plan Year thereafter for which
it is effective, and (ii) with respect to deferrals of Bonus,
before June 30th of the Plan Year during which the Bonus is
earned. Notwithstanding the foregoing, a newly-hired Participant
shall be given thirty (30) days after the date he or she is
notified of his or her eligibility to participate in the Plan to
complete and submit a Deferral Form.
(b) Each properly completed and timely submitted Deferral Form
shall become effective (i) as of the first day of the next
following Plan Year for deferrals of Salary, and (ii) as of July
1 of each Plan Year for deferrals of Bonus; provided, that in the
case of a newly-hired Participant, a properly completed and
timely submitted Deferral Form shall become effective on the date
provided to the Committee.
5.6 Vesting. A Participant shall have a vested nonforfeitable
interest in that portion of his or her Account attributable to
Company Contributed Deferred Amounts in accordance with the
provisions of Article V of the Profit Sharing Plan. Participant
Contributed Deferred Amounts shall be fully vested at all times.
Article 6. Distribution of Benefits
6.1 Time of Distribution. Distribution of a Participant's
Account shall commence as soon as administratively feasible
following a Participant's Distribution Date. Notwithstanding any
other provision of the Plan to the contrary, in no event shall
the distribution of any Account be accelerated at a time earlier
than which it would otherwise have been paid, whether by
amendment of the Plan, exercise of the Committee's discretion, or
otherwise, except as permitted by the Treasury Regulations issued
pursuant to Code Section 409A.
6.2 Early Benefit Distribution.
(a) A Participant may elect to receive an Early Benefit
Distribution with respect to each Expatriate Deferral and/or
Participant Deferral. Such Early Benefit Distribution election
shall be made on the Participant's initial Deferral Form. The
Early Benefit Distribution election shall specify the date on
which payment of the Expatriate Deferral and/or Participant
Deferral shall be made or commence, which date shall be (i) not
less than one year from the date such Early Benefit Distribution
election is made; and (ii) no later than Separation from Service.
Except as otherwise provided in Section 6.7, the Early Benefit
Distribution election shall be irrevocable.
(b) A Participant's Early Benefit Distribution election shall
automatically terminate upon Separation from Service, at which
time the provisions of Sections 6.3, 6.4 and 6.5 of the Plan
shall govern distribution of the Participant's Account.
6.3 Benefits Upon Separation From Service. A Participant who
has Separated from Service with an Employer other than on account
of death of Disability shall receive payment of the balance in
his or her Account as soon as administratively feasible following
the Participant's Separation from Service. Notwithstanding the
foregoing, distributions made to "key employees" (as defined in
Code Section 416(i)) upon Separation from Service other than for death
or Disability shall not be made before the seventh month
following the Participant's Separation from Service. Payment or
payments shall be made in the form or forms elected by the
Participant on the Participant's Deferral Forms.
6.4 Benefits Upon Disability. A Participant who has incurred a
Disability shall receive distribution of his or her Account as
soon as is administratively feasible following the Committee
determination of the Participant's Disability. The Committee
shall have the sole discretionary authority to determine whether
a Participant has incurred a Disability. Payment or payments
shall be made in the form or forms elected by the Participant on
the Participant's Deferral Forms.
6.5 Benefits Upon Death. Upon a Participant's death, the
Committee shall pay to the Participant's Beneficiary a benefit
equal to the remaining balance in the Participant's Account in a
single lump sum payment. Payment shall be made as soon as
administratively feasible following the Participant's death.
6.6 Payment Forms.
(a) Unless a Participant otherwise elects in accordance with
paragraph (b) below, a Participant's Account shall be paid in a
single lump sum.
(b) In lieu of a lump sum form of payment, a Participant may
elect to receive distribution of any Deferred Amount in the form
of substantially equal annual installment payments. A
Participant may select the number of years over which the
aggregate amount of any Deferred Amount is to be paid, up to a
maximum of five years. Such election shall be made in the form
required by the Committee and shall be filed with the Committee
with each Deferral Form. During the payout period, earnings
shall accrue on a Participant's Account in the manner provided in
Section 7.3. The amount of each installment payment shall be
equal to the balance remaining in the Participant's Account
immediately prior to each such payment, multiplied by a fraction,
the numerator of which is one, and the denominator of which is
the number of installment payments remaining, with the last
installment consisting of the balance of the Participant's vested
Account, as liquidated to close the Account. A Participant may
change his or her benefit payment election only as described in
Section 6.7. If no valid installment payment election is in
effect when distribution is to be made, then payment of the
Participant's Account shall be made in a single lump sum.
6.7 Changes to Time and Form of Payment.
(a) A Participant may extend an existing Early Benefit
Distribution election for any Expatriate Deferral and/or
Participant Deferral under the Plan, provided the distribution
shall be deferred to a date that is at least five years after the
date the distribution would otherwise have commenced.
(b) A Participant who has elected a lump sum distribution may
later change such election to installment payments, selecting a
payment period from one to five years, provided the first
installment payment shall be deferred to a date that is at least
five years after the date the lump sum distribution would
otherwise have been made.
(c) A Participant who has an installment payment election in
effect may change such election so as to delay the start of the
installment period (or extend the installment period to a maximum
of five years), provided the first installment payment shall be
deferred to a date that is at least five years after the date the
initial installment payment would otherwise have commenced. A
Participant, however, shall not be permitted to change an
installment election to a lump sum payment.
(d) Any such election changes shall be completed in accordance
with Committee rules, and shall not be effective unless made more
than twelve (12) months before the date payment would otherwise
be made or begin to be made. Notwithstanding the foregoing,
election changes that have the effect of accelerating the time
for payment shall be prohibited.
6.8 Unforeseeable Emergency. A Participant may request that all
or a portion of his or her Account balance be distributed at any
time by submitting a written request to the Committee
demonstrating that he or she has suffered an Unforeseeable
Emergency, and that the distribution is necessary to alleviate
the financial hardship created by the Unforeseeable Emergency.
The Committee shall have the sole discretionary authority to
determine whether a Participant has suffered an Unforeseeable
Emergency. Upon the finding that the Participant has suffered an
Unforeseeable Emergency, the Committee shall distribute to the
Participant in a lump sum that portion of his or her Account
necessary to satisfy the Unforeseeable Emergency, plus taxes
attributable thereto, provided that the Committee has taken into
account the extent to which the hardship is or may be relieved
through reimbursement or compensation by insurance or otherwise,
or by liquidation of the Participant's assets, unless such
liquidation itself would cause a severe financial hardship.
Distributions made pursuant to this Section 6.8 shall be made as
soon as administratively practicable after the Committee has
reviewed and approved the request. Notwithstanding the
foregoing, distributions due to Unforeseeable Emergencies shall
only be made in accordance with regulations promulgated by the
Department of Treasury under Code Section 409A.
6.9 Source of Assets for Benefits. All Vested Benefits shall be
paid first from the Trust, to the extent assets exist in the
Trust and then, as necessary, by the Employer from other general
assets.
6.10 Forfeitures. Any Forfeitures shall be allocated to all
Participants who received a Company Contributed Deferred Amount
for that Plan Year in the same manner as the Profit Sharing Plan.
6.11 Withholding of Taxes. The Employer shall have the right to
require Participants to remit to the Employer an amount
sufficient to satisfy Federal, state, and local tax withholding
requirements, or to deduct from all payments made pursuant to the
Plan amounts sufficient to satisfy such withholding requirements.
Article 7. Individual Accounts
7.1 Participants' Accounts. The Employer shall establish and
maintain individual Accounts for the Deferred Amounts made by
each Participant hereunder. Each Account may be further
subdivided into subaccounts for the purpose of tracking the funds
associated with each different form of payment and each
Expatriate Deferral, if any. The establishment and maintenance
of Participants' Accounts, however, shall not be construed as
entitling any Participant to any specific assets of an Employer.
7.2 Deferred Amounts. Deferred Amounts shall be credited to a
Participant's Account on the date of funding pursuant to Section
8.6.
7.3 Earnings and Losses. Each Participant's Account shall be
credited with earnings (or losses) thereon daily or some less
frequent time period as agreed upon by the Committee and the
Trustee. Such earnings (or losses) shall be based upon the
actual returns achieved pursuant to the Investment Elections of
each Participant.
7.4 Distributions. There shall be charged against each
Participant's Account any payments of Vested Benefits made to the
Participant or to a Participant's Beneficiary and any Forfeitures
associated therewith.
7.5 Participant Statements. Statements that identify the
Participant's Account balance shall be provided to Participants
on a basis no less frequent than quarterly.
Article 8. The Trust
8.1 Establishment of Irrevocable Trust. The Company shall
establish an Irrevocable Trust, governed by the Trust Agreement,
(which shall be a grantor trust within the meaning of Code Sections
671-678) with the Company as the grantor, for the benefit of Plan
Participants and Beneficiaries of Participants, as appropriate.
The Trust shall receive and hold the Deferred Amounts, and
earnings (or losses) thereon, and shall make the payments
provided by the Plan. The Trust fund shall be held and invested
by the Trustee at the direction of the Committee and in
accordance with the Trust Agreement.
8.2 Trustee. The Trust shall have an independent Trustee (such
Trustee to have a fiduciary duty to carry out the terms and
conditions of this Plan) as selected by the Company, and shall
have restrictions as to the Company's ability to amend the Trust
or to cancel benefits provided thereunder. Except to the extent
that investments of the Trust fund are subject to the direction
of the Committee pursuant to Section 8.3, or to the direction of
investment managers appointed pursuant to Section 8.4, the
Trustee shall have the sole and exclusive responsibility for
investing the Trust fund.
8.3 Investment Funds. Except as provided in Section 8.4, the
Trust shall consist of two or more separate investment funds as
selected from time to time by the Committee among which
Participants may elect to have their respective Deferred Amounts
invested. Subject to the provision of Section 8.4, the Committee
shall have the authority to select and change the number of
investment funds available and to set the investment guidelines
of each investment fund and to otherwise set policy and establish
the funding strategies utilized by the Trust as the Committee may
deem appropriate. All or any portion of any investment fund may,
on a temporary basis, be retained in cash or invested in property
other than that specified as the primary type of investment for
such investment fund. Any investment fund may be partially or
entirely invested in any common or commingled fund which is
invested in property of the kind specified for such investment
fund.
8.4 Investment Managers. The Committee may designate one or
more investment managers to control and manage (including the
power to direct the acquisition and disposition of) the
investment funds and to make professional investment decisions or
recommendations. The Committee shall not be liable for any act
or omission of such investment managers, except as required by
law.
8.5 Assets. Assets contained in the Trust shall at all times be
specifically subject to the claims of the Employer's general
creditors in the event of bankruptcy or insolvency; such terms
shall be specifically defined within the provisions of the Trust,
along with a required procedure for notifying the Trustee of any
such bankruptcy or insolvency. (See Section 11.5)
8.6 Funding. The Employer shall contribute cash or cash
equivalents to the Trust for the benefit of Participants as soon
as practicable after the amount of each component comprising the
Deferred Amounts is known for each respective Participant. The
aggregate amount to be so contributed by the Employer on a
periodic basis to the Trust shall be equal to the aggregate
Deferred Amounts of all Participants pursuant to Sections 5.2,
5.3, 5.4, and 5.5.
Article 9. Investment Elections and Allocations
9.1 Investment Election. Subject to the provisions of Section
8.4, each Participant shall make an Investment Election to invest
his or her Account among the investment funds provided for in
Section 8.3 in any combination in multiples of one percent (1%).
To the extent that a Participant shall have made no election
hereunder, such Participant's Account shall be allocated to the
investment fund having investment guidelines that contemplate the
least risk of loss of principal as determined by the Committee.
To the extent that a Participant makes no new election provided
for hereunder in accordance with Section 5.6, the allocation of
his or her Account among the investment funds shall remain
unchanged.
9.2 Change of Prior Election. Subject to rules and procedures
as the Committee may establish, each Participant may change the
allocation of his Account among the investment funds provided for
in Section 8.3 by making a new Investment Election. The
Committee shall have the authority and discretion to limit
reallocation or trading practices that the Committee or an
Investment Manager determines to be abusive or adverse to the
investment fund or to the interests of other Plan participants.
9.3 Form of Election. The Investment Elections shall be made in
such form and in such manner as the Committee shall prescribe.
9.4 Transfer of Funds. When an amount or amounts must be
transferred between investment funds by reason of a Participant's
election hereunder, such amount shall be transferred to one or
more of the other investment funds pursuant to such election as
soon as practical.
9.5 Allocating Distributions. Any time a distribution (as
defined in Section 7.4) of part or all of the amount allocated to
the Account of a Participant is made pursuant to this Plan, a pro
rata share of such distribution shall be made from each
investment fund in which said Account is invested.
Article 10. Beneficiary Designation
10.1 Designation of Beneficiary. Each Participant shall be
entitled to designate a Beneficiary or Beneficiaries who, upon
the Participant's death, shall receive the amounts that otherwise
would have been paid to the Participant under the Plan. All
designations shall be signed by the Participant, and shall be in
a form prescribed by the Committee. The Participant may change
his or her designation of Beneficiary at any time, on a form
prescribed by the Committee. The filing of a new Beneficiary
designation form by a Participant shall automatically revoke all
prior designations by that Participant.
10.2 Death of Beneficiary. In the event that all the
Beneficiaries named by a Participant, pursuant to Section 10.1
herein, predecease the Participant, the Deferred Amounts that
would have been paid to the Participant shall be paid to the
Participant's estate.
10.3 Ineffective Designation. In the event the Participant does
not designate a Beneficiary, or for any reason such designation
is ineffective in whole or in part, the ineffectively designated
amounts shall be paid to the Participant's estate.
Article 11. Amendment and Termination
11.1 Right to Terminate and Amend. The Company hereby reserves
the right to amend, modify, and/or terminate the Plan at any
time. While the Company contemplates carrying out the provisions
of the Plan indefinitely, the Company shall be under no
obligation or liability to maintain the Plan for any minimum or
other amount of time.
11.2 Notice of Termination. Upon any termination of the Plan in
its entirety, the Company shall give written notice thereof to
the members of the Committee, the Trustee, and to each
Participant.
11.3 Effect of Termination. Except as provided by law, upon any
termination of the Plan, the Company shall thereafter be under no
obligation, liability, or responsibility to make any future
Contribution or other payment to the Trustee on behalf of any
Participant or any other person, trust, or fund for any purpose
under or in connection with the Plan except as provided in
Section 13.1. Notwithstanding the foregoing, all other
provisions of the Plan concerning the investment of Accounts and
distribution of benefits shall continue. No distributions of any
Deferred Amounts shall be made or accelerated on account of the
termination of the Plan except as otherwise permitted by Section
409A of the Code or regulations issued thereunder.
11.4 Limitations on Amendments. The provisions of this Article
11 are subject to and limited by the following restrictions:
(a) No such amendment or termination shall in any manner
adversely affect any Participant's rights to Contributions
previously made, or to Pay previously deferred, or earnings
thereon, without the consent of the Participant.
(b) The provisions of the Trust may not be amended or modified
except by the written consent of both the Company and the
Trustee.
11.5 Merger, Consolidation, Reorganization, or Transfer. The
merger, consolidation, or reorganization of the Company, or the
sale or transfer by it of all or substantially all of its assets
shall not terminate the Plan if there is delivery to the Company
by the Company's successor or by the purchaser of all or
substantially all of the Company's assets, of a written
instrument requesting that the successor or purchaser be
substituted for the Company and agreeing to perform all the
provisions hereof which the Company is required to perform. Upon
the receipt of said instrument, with the approval of the Company,
the successor or the purchaser shall be substituted for the
Company herein, and the Company shall be relieved and released
from any obligations of any kind, character, or description
herein or in any trust agreement imposed upon it.
Article 12. Participation In And Withdrawal from the Plan By An Employer
12.1 Affiliate Participation in the Plan. Any Affiliate which
desires to become an Employer hereunder may elect, with the
consent of its board of directors, to become a party to the Plan
and Trust Agreement by adopting the Plan for the benefit of its
eligible employees, effective as of the date specified in such
adoption:
(a) by filing with the Company a certified copy of a resolution
of its board of directors to that effect, and such other
information as the Company may require; and
(b) by the Company's filing with the then Trustee a copy of such
resolution, together with a certified copy of resolutions of the
adopting organization's board of directors approving such
adoption.
The adoption resolution may contain such specific changes and
variations in Plan or Trust Agreement terms and provisions
applicable to such adopting Employer and its employees as may be
acceptable to the Company and the Trustee. However, the sole,
exclusive right of any other amendment of whatever kind or extent
to the Plan or Trust Agreement is reserved by the Company. The
Company may not amend specific changes and variations in the Plan
or Trust Agreement terms and provisions as adopted by the
Employer in its adoption resolution without the consent of such
Employer. The adoption resolution shall become, as to such
adopting organization and its employees, a part of this Plan as
then amended or thereafter amended and the related Trust
Agreement. It shall not be necessary for the adopting
organization to sign or execute the original or then amended Plan
and Trust Agreement documents. The coverage date of the Plan for
any such adopting organization shall be that stated in the
resolution or decision of adoption, and from and after such
effective date, such adopting organization shall assume all the
rights, obligations, and liabilities of an individual employer
entity hereunder and under the Trust Agreement. The
administrative powers and control of the Company, as provided in
the Plan and Trust Agreement, including the sole right to
amendment, and of appointment and removal of the Committee, the
Trustee, and their successors, shall not be diminished by reason
of the participation of any such adopting organization in the
Plan and Trust Agreement.
12.2 Withdrawal from the Plan. Any Employer, by action of its
board of directors or other governing authority, may withdraw
from the Plan and Trust Agreement after giving 90 days' notice to
the Company, provided the Company consents to such withdrawal.
The Company shall thereafter be under no obligation, liability or
responsibility to make any future contribution or other payment
to the Trustee on behalf of any employee or any other person with
respect to such Employer under the Plan. No distributions of any
Deferred Amounts shall be made or accelerated on account of the
Employer's withdrawal except as otherwise permitted by Section 409A
of the Code or regulations issued thereunder.
Article 13. Miscellaneous
13.1 Costs of the Plan. All costs of implementing and
administering the Plan shall be borne by the Employer.
13.2 Nontransferability. Participants' rights to their Accounts
under the Plan may not be sold, transferred, assigned, or
otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. In no event shall the Employer
make any payment under the Plan to any assignee or creditor of a
Participant or to any assignee or creditor of a Participant's
Beneficiary.
13.3 Successors. All obligations of the Employer under the Plan
shall be binding upon and inure to the benefit of any successor
to the Employer, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation,
or otherwise, of all or substantially all of the business and/or
assets of the Employer.
13.4 Severability. In the event any provision of the Plan shall
be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of the Plan, and
the Plan shall be construed and enforced as if the illegal or
invalid provision had not been included.
13.5 Applicable Law. To the extent not preempted by federal law,
the Plan shall be governed by and construed in accordance with
the laws of the state of Illinois.
IN WITNESS WHEREOF, Molex Incorporated has caused this Plan
to be adopted by execution of this document by the Company's duly
authorized officer, effective as of January 1, 2005.
MOLEX INCORPORATED
Date: July 28, 2005 By: /S/ KATHI M. REGAS
________________________________
Kathi M. Regas, Vice President