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EXHIBIT 10.2
THE 1990 MOLEX INCORPORATED EXECUTIVE STOCK BONUS PLAN
(As Amended April 15, 1994 and July 29, 1995)
ARTICLE I. GENERAL INFORMATION REGARDING THE PLAN
1.1 TITLE - The title of the stock bonus plan which is described
herein is "The 1990 Molex Incorporated Executive Stock Bonus Plan"
(the "PLAN").
1.2 ISSUER - The issuer of the stock which is the subject of the
Plan is Molex Incorporated, a Delaware corporation, having its
principal place of business at 2222 Wellington Court, Lisle,
Illinois 60532 (the "COMPANY"). The Company's phone number is (708)
969-4550.
1.3 GENERAL PURPOSES OF THE PLAN - The Company desires to establish
the Plan to provide executive officers with an opportunity to
acquire Molex Incorporated Common Stock with a view toward rewarding
those executive officers for past services and providing an
incentive to remain in the employ of the Company. In particular,
the Company recognizes that the salaries paid to its executive
officers may not be commensurate with their abilities, efforts and
services performed for the Company, especially in years wherein the
Company's financial performance is exemplary. Accordingly, it is
the judgment of the Company that additional compensation may be due
these eligible employees for a particular fiscal year ending June 30
wherein certain growth and profit objectives have been achieved.
1.4 DURATION - The Plan shall commence with the Company's fiscal
year ending June 30, 1991 and extend to and include the fiscal year
ending June 30, 2000.
1.5 ELIGIBLE EMPLOYEES - A person shall be eligible to receive a
stock bonus award for a given fiscal year if he or she:
a. was a full-time salaried employee of the
Company or any of its subsidiaries during the entire
fiscal year; and
b. is an executive officer of the Company.
1.6 SECURITIES TO BE OFFERED - The shares reserved for award under
the Plan shall initially consist of NINE HUNDRED SEVENTY SIX
THOUSAND-FIVE HUNDRED-SIXTY TWO AND ONE-HALF (976,562.5) shares of
Molex Incorporated Common Stock, $.05 par value (the "STOCK") and
may be increased, by action of the Board of Directors, to any amount
not to exceed ONE MILLION NINE HUNDRED FIFTY THREE THOUSAND ONE
HUNDRED-TWENTY FIVE (1,953,125) shares at any time during the term
of the Plan. The Stock shall be issued from either authorized but
unissued shares or Treasury Stock as the Board of Directors, in its
judgment, deems advisable. Upon the receipt of a stock certificate
under the Plan, an employee shall have all the rights normally
associated with stock ownership including the right to vote and
receive dividends.
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1.7 SECURITIES REGULATION AND RESTRICTIONS ON RESALE - The Company shall not be
obligated to issue any shares under any bonus granted hereunder unless and
until the bonus shares are effectively registered or exempt from registration
under the Securities Act of 1933 and from any other federal or state law
governing the distribution and issuance of such shares or any securities
exchange regulation to which the Company might be subject. In the event the
Stock is not effectively registered, but can be issued by virtue of an
exemption, the Company may issue shares of Stock to an employee if the employee
represents that he is acquiring such shares received under the Plan as an
investment and not with the view to, or for sale in connection with, the
distribution of any such shares. Certificates for shares of Stock thus issued
may bear an appropriate legend reciting such representation.
ARTICLE II. ADMINISTRATION OF THE PLAN
2.1 THE COMMITTEE - The Plan shall be administered by a Committee appointed by
the Board of Directors of the Company. The Committee shall be comprised of at
least a number of persons necessary to satisfy the requirements of Section
162(m) of the Internal Revenue Code and Rule 16b-3 of the Securities Exchange
Act of 1934 as in effect from time to time. Each member of the Committee shall
qualify as an outside director for purposes of Section 162(m) of the Internal
Revenue Code and as a disinterested person for purposes of Rule 16b-3. No
compensation shall be paid the Committee members under the Plan. However, the
Board of Directors shall have the power and authority to provide for
compensation if any person appointed to the Committee is not an employee of the
Company.
2.2 ACTION BY THE COMMITTEE - A majority of the members of the Committee shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members. Any decisions or determination reduced to writing and
signed by a majority of the members shall be fully as effective as if it had
been made by a majority vote at a meeting.
2.3 POWERS OF THE COMMITTEE - In addition to the awarding of bonuses as set
forth in paragraphs 3.1 and 4.1 hereof, the Committee, subject to the express
provisions of the Plan, shall have complete authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to it, and to make
all other determinations necessary or advisable for the administration of the
Plan.
ARTICLE III. STOCK BONUS AWARD
3.1 AWARDING THE STOCK BONUS - Subject to the limitations of ARTICLE V hereof,
the Committee has the complete authority, in its sole discretion, within ninety
(90) days of the beginning of each fiscal year and while the outcome of the
goals of PARAGRAPHS 5.1 AND 5.2 (the "PERFORMANCE GOALS"), to determine the
eligible employees to whom a stock bonus shall be awarded should the
Performance Goals be achieved and the number of shares comprising each such
bonus. The Committee may, in its sole discretion, eliminate or reduce the
number of shares of Stock to be awarded to any given eligible employee after
the Performance Goals have been satisfied. In making such determinations, the
Committee may take into account the nature of the services rendered by the
respective employee, his present and potential contribution to the Company's
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success, and such other facts as the Committee in its discretion, shall deem
relevant. Prior to making a Stock award for a given fiscal year, the Committee
shall certify that the Performance Goals were satisfied.
3.2 CONSIDERATION - Inasmuch as Stock awarded pursuant to this Plan is a bonus,
no monetary consideration shall pass from an employee to the Company.
3.3 ADJUSTMENT OF THE NUMBER OF SHARES - The number of shares of Stock subject
to any bonus award under the Plan but not yet distributed and the number of
shares reserved for issuance pursuant to the Plan, but, not yet covered by a
bonus, shall be adjusted to reflect any stock dividend, stock split or any
other capital stock change. Any other adjustments shall be equitably made by
the Committee in its sole discretion. No adjustment shall require the Company
to award a fractional share.
ARTICLE IV. TAX OFFSET BONUS
4.1 AWARDING THE TAX OFFSET CASH BONUS - Subject to the limitations of ARTICLE
V and PARAGRAPH 4.2 hereof, the Committee has the complete authority, in its
sole discretion, within ninety (90) days of the beginning of each fiscal year
and while the outcome of the Performance Goals is substantially uncertain, to
set the amount of a tax offset cash bonus to a recipient of a stock bonus
award. The Committee may, in its sole discretion, eliminate or reduce the
amount of the cash bonus to be awarded to any given eligible employee after the
Performance Goals have been satisfied. It is the intention of this cash bonus
to encourage the recipient to hold any stock awarded hereunder and not sell or
liquidate the stock for the purpose of paying taxes. In determining the amount
of said cash bonus, the Committee may take into account the recipient's tax and
financial situation, applicable tax rates and such other factors as the
Committee deems relevant.
4.2 LIMITATIONS ON THE AMOUNT OF THE CASH BONUS - The cash bonus shall be an
amount fixed by the Committee at the time specified in PARAGRAPH 4.1 and cannot
exceed an amount equal to one hundred percent (100%) of the aggregate fair
market value of the stock as of the date of award.
ARTICLE V. PERFORMANCE GOALS AND LIMITATIONS
5.1 GROWTH - No shares under this Plan may be awarded for any given fiscal year
if the Company's consolidated net sales revenue for such fiscal year did not
exceed either
- the previous fiscal year's net sales revenue by FIFTEEN
PERCENT (15%) as reported by the Company in its audited financial
statements; or
- TWO (2) times the worldwide growth of the general connector
market as reported by an independent source selected by the
Committee within ninety (90) days after the beginning of such fiscal
year.
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5.2 PROFITABILITY - The value of the aggregate number of shares (determined
based on the closing price of said stock on the last trading day of the fiscal
year for which the award is made as reported by the Wall Street Journal) and
tax offset bonuses awarded under the Plan in any given fiscal year cannot
exceed an amount that would result in the Company's net profits (after taxes)
falling below TEN PERCENT (10%) of the net sales revenue for that particular
fiscal year as reported by the Company in its audited financial statements.
5.3 INDIVIDUAL SHARE LIMIT - No single employee may be awarded for any given
fiscal year a number of shares of Stock wherein the aggregate value based on
the closing price of said stock on June 30 of such fiscal year (or the last
trading day of the fiscal year) as reported by the Wall Street Journal is
greater than
a. FIFTY PERCENT (50%) of the individual employee's base salary
for that particular fiscal year if the sales growth was TWENTY
PERCENT (20%) or greater, or
b. TWENTY FIVE PERCENT (25%) of the individual employee's base
salary for that particular fiscal year if the sales growth was at
least FIFTEEN PERCENT (15%) or TWO (2) times the worldwide growth of
the general connector market but less than TWENTY PERCENT (20%).
5.4 INDIVIDUAL DOLLAR LIMIT - Notwithstanding PARAGRAPHS 4.2 and 5.3, no single
employee shall be awarded for any given fiscal year a number of shares of Stock
whose aggregate value as reported by the Wall Street Journal on the last
trading day of the fiscal year plus the cash bonus exceeds ONE MILLION DOLLARS
($1,000,000).
ARTICLE VI. DISTRIBUTION OF THE BONUS
6.1 WHEN PAYABLE - Any bonus award (stock and cash, if any) under the Plan for
a given fiscal year shall be distributed to the employee in four equal annual
installments. The first 25% shall be payable on the June 30 ending the fiscal
year for which the bonus has been awarded or as soon thereafter as practicable.
The remaining three installments shall be payable within thirty (30) days of
the next three succeeding June 30ths.
6.2 ELIGIBILITY FOR DISTRIBUTION - In order to be eligible to receive a bonus
installment, the employee must be employed by the Company or any of its
subsidiaries on the June 30 on which the installment is payable. If the
employee is not so employed on the June 30 on which the installment is payable,
that installment shall be forfeited.
6.3 ACCELERATED DISTRIBUTIONS - Notwithstanding paragraph 6.2, an employee
shall be entitled to receive distribution of all of the remaining bonus
installments within thirty (30) days after death, disablement, retirement after
age 65, or termination of employment due to a Change in Control of the Company
(as defined below).
A "Change in Control of the Company" shall be deemed to have occurred if:
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(a) any individual, entity or group other than the Company, any
member of the Krehbiel Family (as such term is defined in the Company's
Certificate of Incorporation), any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or a company
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the
Company, is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 30% or more of the combined voting
power of the Company's then outstanding securities; or
(b) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a
merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent
at least 80% of the voting securities of the surviving entity immediately
after such merger or consolidation; or
(c) the stockholders of the Company approve a plan of complete
liquidation of the Company or the Company disposes of or agrees to sell
or dispose of all or substantially all the Company's assets.
ARTICLE VII. ADOPTION AND MODIFICATION
7.1 ADOPTION - After the Board of Directors approves the Plan or any amendment
thereto which requires stockholder approval in accordance with PARAGRAPH 7.2,
the Plan or amendment shall be approved by a majority of the stockholders
entitled to vote at the next regular Annual Stockholders' Meeting.
7.2 MODIFICATIONS - The Board of Directors of the Company may amend or modify
any part of the Plan without stockholder approval except for the amount of
shares reserved for the Plan set forth in paragraph 1.6 and the performance
goals and award limitations set forth in ARTICLE V and paragraph 4.2.
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