EXHIBIT 99.5
MOLEX 2005 OUTSIDE DIRECTORS' DEFERRED COMPENSATION PLAN
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(Effective as of January 1, 2005)
ARTICLE I. GENERAL
1.1 Name of Plan - The name of this plan shall be the MOLEX
DEFERRED COMPENSATION PLAN (hereinafter the "PLAN").
1.2 Purpose - The purpose of the PLAN is to extend to outside
directors of MOLEX INCORPORATED (hereinafter referred to as
"MOLEX") a vehicle under which they may elect in advance to defer
and invest future earnings in order to provide a settlement
source of funds at retirement.
1.3 Effective Date - The effective date of the PLAN is January
1, 2005.
1.4 Plan Year - The PLAN YEAR shall be a year commencing July 1
and ending the following June 30 until December 31, 2004. After
December 31, 2004, the PLAN YEAR shall be a year commencing on
January1 and ending the following December 31.
1.5 Eligibility - The outside directors of MOLEX (hereinafter
"PARTICIPANTS") are eligible to participate in the PLAN.
ARTICLE II. DEFERRED COMPENSATION ACCOUNT
2.1 Establishment of Account - A separate deferred compensation
account (hereinafter "ACCOUNT") will be established and
maintained for each PARTICIPANT.
2.2 Aggregate Value of Account - The AGGREGATE VALUE of a
PARTICIPANT'S ACCOUNT will be determined by the amount of
compensation that the PARTICIPANT elects to defer ("DEFERRED
COMP") plus the value added (or subtracted) from interest on cash
equivalents, dividends and stock appreciation on stock
equivalents depending on the growth pattern as more fully set
forth in ARTICLE IV hereof.
2.3 Allocation of Deferred Compensation - DEFERRED COMP will be
credited to the PARTICIPANT'S ACCOUNT as of the date such
compensation would otherwise have been payable.
ARTICLE III. INCOME TO BE DEFERRED
3.1 Type of Income - For each PLAN YEAR, a PARTICIPANT may defer
any portion of his or her directors' fees.
3.2 Minimum Deferral - Any DEFERRED COMP for each PLAN YEAR must
be at least $1,000.00 on an annual basis.
ARTICLE IV. ACCOUNT GROWTH PATTERNS
4.1 Mutual Exclusivity for Each Annual Deferral - For each PLAN
YEAR, a PARTICIPANT may choose to allow his ACCOUNT to accrue
earnings (or losses) in accordance with one of the growth
patterns set forth in this ARTICLE. Once DEFERRED COMP is
credited to an established ACCOUNT, the PARTICIPANT may not
switch prior DEFERRED COMP in that ACCOUNT for that year to an
alternate growth pattern. The PARTICIPANT will be able to select
an alternate growth pattern for future deferrals in other PLAN
YEARS.
4.2 Interest Bearing Account - If an Interest Bearing Account is
elected, the DEFERRED COMP for a particular PLAN YEAR will be
treated as a cash ACCOUNT with interest compounded quarterly.
The rate of interest shall change quarterly on the first day of
July, October, January and April and be equal to the interest
quoted for six-month treasury bills then in effect as determined
by a brokerage firm or commercial bank.
4.3 Stock Account - If a stock account is elected, the DEFERRED
COMP for a particular PLAN YEAR will be converted into stock
units ("UNITS"), each UNIT corresponding to one share of MOLEX
INCORPORATED Common Stock, $.05 par value ("STOCK"). The amount
of UNITS shall be equal to the DEFERRED COMP dividend by the fair
market value of the STOCK on the date the compensation would
otherwise have been payable. The resulting number of UNITS shall
be credited to the PARTICIPANT and said UNITS shall be increased
by imputing dividends (either cash or stock) on each UNIT or
fraction thereof which is credited to the PARTICIPANT under the
PLAN on each dividend payable date. Such dividend UNITS will be
converted into additional UNITS on the basis of current market
value of the STOCK on the applicable payable date. At the time
of payment of any portion of the ACCOUNT, the UNITS will be
converted into cash by multiplying the number of UNITS to be paid
at the payment date by the current fair market value of the STOCK
as of the payment date.
ARTICLE V. DISTRIBUTION OF ACCOUNT
5.1 Time of Distribution - The distribution of the AGGREGATE
VALUE to a PARTICIPANT shall commence within thirty (30) days of
the earliest of one 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.
5.2 Form and Manner of Distribution - If PARTICIPANT'S service
is terminated, he/she will receive payment of the AGGREGATE VALUE
in accordance with PARTICIPANT'S written election or, in the
event of an unforeseeable emergency, in a manner within the
discretion of the ADMINISTRATOR as set forth in paragraph 7.2.
5.3 Definitions Under This Article - For purposes of this
Article, the following definitions shall apply:
1. Disability shall mean that a PARTICIPANT is disabled by
reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be
expected to last at least 12 continuous months and he or she is:
* Unable to engage in any substantial gainful activity or
* Receiving income replacement benefits for a period of not
less than 3 months under an employer disability plan.
2.Unforeseeable Emergency shall mean:
* Severe financial hardship resulting from a sudden and
unexpected illness or accident of PARTICIPANT, spouse or
dependent,
* Loss of property due to casualty, or
* Other similar extraordinary and unforeseeable circumstances
arising from events beyond the PARTICIPANT'S control.
ARTICLE VI. ELECTION TO DEFER COMPENSATION
6.1 Number of Elections - There may be only one election for
each PLAN YEAR, except for the PLAN YEAR commencing January 1,
2005 there shall be a first election that may have been made
prior to July 1, 2004 for the twelve month period starting July
1, 2004 and ending June 30, 2005 and a second election prior to
January 1, 2005 for the six month period starting July 1, 2005
and ending December 31, 2005.
6.2 Revocability of Election - Once an election is made in
writing for a particular PLAN YEAR, a PARTICIPANT may not change
or revoke his/her election.
6.3 Time of Election - The election to defer for each PLAN YEAR
shall be made before the January 1 for each PLAN YEAR.
6.4 Manner of Election - A PARTICIPANT may elect to defer
compensation by giving written notice to the Corporate Secretary
or other designated person on a form provided by MOLEX. The
PARTICIPANT will be required to provide the following
information:
1. amount to be deferred and growth pattern desired;
2. the date of the first installment payment, if any; and
3. the manner of distribution of the PARTICIPANT'S ACCOUNT
after the occurrence of one of the events requiring
distribution under paragraph 5.1.
ARTICLE VII. ADMINISTRATION AND AMENDMENT OF PLAN
7.1 Administration - The Executive Committee of the Board of
Directors of MOLEX, or its designee, shall act as the
administrator of the PLAN (the "ADMINISTRATOR").
7.2 Powers of the Administrator - The ADMINISTRATOR shall have
the authority to adopt rules and regulations for carrying out the
PLAN and interpret, construe and implement provisions of the
PLAN. In addition, the ADMINISTRATOR shall have sole authority
to authorize payment of all or any portion of an ACCOUNT to
PARTICIPANTS in case of an unforeseeable emergency as defined in
paragraph 5.3.
7.3 Maintenance of Account - The maintenance of each ACCOUNT
will be the responsibility of the Corporate Finance Department.
A statement will be sent to each PARTICIPANT advising him/her of
the AGGREGATE VALUE of his/her ACCOUNT within sixty (60) days
after the end of each PLAN YEAR.
7.4 Amendment of Plan - The PLAN may at any time be amended,
modified or terminated by the members of the Executive Committee
who are not eligible to participate under this PLAN. No
amendment, modification or termination shall, without the consent
of the PARTICIPANT, adversely affect the PARTICIPANT'S accruals
in his ACCOUNT.
ARTICLE VIII. MISCELLANEOUS
8.1 Assignability - To the extent permitted by law, no right to
receive payments under the PLAN shall be transferable or
assignable by a PARTICIPANT except by will or by the laws of
decent and distribution.
8.2 Participant's Interest in Undistributed Aggregate Value -
The right of any PARTICIPANT to receive future installments under
the provisions of the PLAN will be an unsecured claim against the
general assets of MOLEX. MOLEX'S promise to pay the AGGREGATE
VALUE will be a contractual obligation that shall not be
evidenced by notes or secured in any way.