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EXHIBIT 10.3
RESTATEMENT OF
THE 1990 MOLEX INCORPORATED STOCK OPTION PLAN
(As Amended July 29, 1994 and April 17, 1995, and Restated as of April 17, 1995)
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1990 MOLEX INCORPORATED STOCK OPTION PLAN
(As amended July 29, 1994 and April 17, 1995, and Restated as of April 17, 1995)
ARTICLE I - GENERAL
1.1 NAME OF PLAN - The name of the plan described in detail herein shall be The
1990 Molex Incorporated Stock Option Plan ("PLAN").
1.2 PURPOSE - The purpose of the Plan is to induce certain designated employees
to remain in the employ of Molex Incorporated, a Delaware corporation, (the
"COMPANY") or any of its subsidiaries and affiliates, and to encourage such
employees to secure or increase on reasonable terms their stock ownership in
the Company. The Company believes the Plan will promote continuity of
management and increase incentive and personal interest in the welfare of the
Company by those who are primarily responsible for shaping, carrying out the
long-range plans of the Company and securing its continued growth and financial
success.
1.3 ELIGIBILITY - Any employee of Molex Incorporated or any of its subsidiary
companies and affiliated companies, subject to the terms and conditions of the
Plan, may be granted an option under this Plan. Notwithstanding the foregoing,
the following Company personnel shall be ineligible: any director or officer
of Molex Incorporated.
ARTICLE II - TERM OF PLAN
2.1 EFFECTIVE DATE - The Plan shall become effective upon adoption by the Board
of Directors of the Company.
2.2 EXPIRATION - This Plan shall expire June 30, 1999 and no option shall be
granted after such expiration date.
ARTICLE III - STOCK SUBJECT TO PLAN
3.1 CLASS OF STOCK - The stock that shall be subject to option under the Plan
shall be Molex Incorporated Common Stock, par value 5c. per share (the
"STOCK").
3.2 NUMBER OF SHARES - FIVE MILLION FIVE HUNDRED THOUSAND (5,500,000) shares of
the Stock shall be reserved for issue upon the exercise of options granted
under the Plan.
3.3 SOURCE OF STOCK - Upon the exercise of options granted under the Plan, the
Stock shall be issued from either authorized but unissued stock or Treasury
stock as directed by the Committee.
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3.4 EXPIRED, FORFEITED OR CANCELED OPTIONS - If any such options granted under
the plan shall expire, be forfeited or canceled for any reason without having
been exercised in full, the unpurchased or unexercised shares subject thereto
shall again be available for the purposes of the Plan.
ARTICLE IV - ADMINISTRATION
4.1 COMMITTEE - The Plan shall be administered by a committee (the "COMMITTEE")
under the terms and conditions and powers set forth herein.
4.2 MAKEUP OF THE COMMITTEE - The Committee shall consist of at least two
members appointed by the Board of Directors of the Company. No members of the
Committee may be eligible to participate in the Plan.
4.3 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. Unless and until the Board of Directors shall appoint
such Committee, the whole Board of Directors shall constitute the Committee.
Any decision 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 duly called and held.
4.4 POWER TO GRANT OPTIONS - Subject to the express provisions of the Plan, the
Committee shall have a complete authority, in its sole discretion, to determine
the employees to whom, and the time or times at which, options shall be
granted, the option periods, the vesting schedule and the number of shares to
be subject to each option, and such other terms and provisions of the option
agreements (which need not be identical). In making such determinations, the
Committee may take into account the nature of the services rendered by the
respective employees, their present and potential contribution to the Company's
success, and such other factors as the Committee in its discretion shall deem
relevant.
4.5 POWER TO BUY OPTION STOCK - The Committee, in its sole discretion, if it
believes that a particular optionee is suffering under an undue financial
hardship, may cause the Company to buy as Treasury Stock up to fifty percent
(50%) of the option stock actually exercised by that particular optionee. In
such a case, the Company shall pay to the optionee the fair market value of the
shares of option stock at the time the Committee elects to repurchase.
4.6 OTHER POWERS - Subject to the express provisions of the Plan, the Committee
shall also have complete authority to interpret the Plan, to prescribe, amend
and rescind rules and regulations relating to it, to determine the terms and
provisions of the respective option agreements (which need not be identical),
and to make all other determinations necessary or advisable for the
administration of the Plan.
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ARTICLE V - GRANT OF OPTION
5.1 OPTION PRICE - The option price shall be not less than TEN PERCENT (10%)
nor more than ONE HUNDRED PERCENT (100%) of the fair market value of the stock
of the Company on the date of granting the option as determined by the
Committee.
5.2 FAIR MARKET VALUE - For the purposes of this Article, fair market value
shall be the price of the Stock on the date of granting the option as reported
by the Wall Street Journal.
5.3 EVIDENCE OF OPTION - Options granted shall be evidenced by agreements,
warrants, and/or other instruments in such form as the Committee shall deem
advisable and shall contain such terms, provisions, and conditions not
inconsistent herewith as may be determined by the Committee.
5.4 RIGHTS AS A SHAREHOLDER - An optionee shall have no rights as a stockholder
with respect to shares covered by his option until the day of issuance of stock
certificate to him and after such shares are fully paid.
ARTICLE VI - EXERCISE OF OPTION
6.1 INITIAL WAITING PERIOD - No option shall be exercisable until at least one
year after the date of grant.
6.2 VESTING PERIODS - After the initial waiting period, an optionee may
exercise his option to the extent that the shares covered by said option become
vested. The vesting schedule is as follows:
a. Normal Vesting - The shares covered by such an option shall
vest in amounts and times determined by the Committee in its sole
discretion; provided that the time in which an option becomes one
hundred percent (100%) vested cannot exceed eight (8) years.
b. Accelerated Vesting - Notwithstanding the foregoing, all
options shall immediately vest one hundred percent (100%) and become
immediately exercisable for a period of one (1) year after one of
the following events:
(1) Death;
(2) Total disablement;
(3) Retirement, if all of the following conditions at
the time of termination of termination of employment:
(a) the optionee has reached age 59 1/2; and
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(b) the optionee was employed at least
fifteen (15) consecutive years with the Company and/or
any of its subsidiaries; and
(c) The Committee has determined that the
reason for termination is due to retirement.
6.3 CUMULATIVE RIGHTS - The right to exercise any option as set forth in
paragraph 6.2 shall be cumulative. That is, an optionee may exercise in any
given year those shares he could have exercised in a previous year but did not.
6.4 EXPIRATION - No option may be exercised after one (1) year from the date
the option becomes one hundred percent (100%) vested.
6.5 FORM OF EXERCISE - The option may only be exercised according to the terms
and conditions established by the Committee, consistent with the limits set
forth herein, at the time the option is granted. Subject to the foregoing
terms and conditions, an option may be exercised by a written notice delivered
to the Company's principal office of the optionee's intent to exercise the
option with respect to a specified number of shares of Stock along with payment
to the Company of the amount of the aggregate option purchase price for the
number of shares of Stock exercised. Stock that is already owned by an
optionee may be tendered as all or part of the aggregate option purchase price.
If Stock is used for payment, it shall be valued at the closing price on the
date of exercise as reported by the Wall Street Journal.
ARTICLE VII - TERMINATION OF OPTION
7.1 Every option granted to each optionee under this Plan shall terminate and
expire at the earliest of
a. the date of expiration set when such option was
granted; or
b. one (1) year after one of the events set forth
in subparagraph 6.2b; or
c. the day of termination of employment of the
optionee for any reason except if his or her employment
is terminated by reason of one of the events set forth
in subparagraph 6.2b; or
d. the day the option is canceled in accordance
with paragraph 4.5 of this Plan.
ARTICLE VIII - TRANSFERABILITY
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8.1 NON-TRANSFERABLE - Any option granted under the plan is not transferable
and can be exercised only by the optionee during his or her life subject to
paragraph 8.2 of this Article.
8.2 DEATH - In the event of the death of an optionee while still employed by
the Company or a parent or a subsidiary, his option, to the extent he or she
could have exercised it on the date of his or her death, may be exercised by
the personal representative of the estate of the optionee within one (1) year
after the date of his or her death in accordance with the terms established by
the Committee at the time the option was granted, but (as set forth in Article
VII) not later than the expiration date set forth in subparagraph 6.4.
ARTICLE IX - ADJUSTMENT OF NUMBER OF SHARES
9.1 STOCK DIVIDENDS - In the event that a dividend shall be declared upon the
Stock payable in shares of Stock, the number of shares of stock then subject to
any such option and the number of shares reserved for issuance pursuant to the
Plan, but, not yet covered by an option, shall be adjusted by addition to each
such share the number of shares which would be distributable thereon if such
share had been outstanding on the date fixed for determining the stockholders
entitled to receive such stock dividend.
9.2 REORGANIZATION - In the event that the outstanding shares of the Stock
shall be changed into or exchanged for a different number of kind of shares of
Stock or other securities of the Company, or of another corporation, whether
through reorganization, recapitalization, stock split up, combination of shares
merger or consolidation, then, there shall be substituted for each share of
Stock subject to any such option and for each share of Stock reserved for
issuance pursuant to the Plan, but, not yet covered by an option, the number
and kind of shares of Stock or other securities into which each outstanding
share of Stock shall be so changed or for which each such share of Stock shall
be exchanged.
9.3 OTHER CHANGES - In the event there shall be any change, other than as
specified above in this Article, in the number or kind of outstanding shares of
the Stock or of any stock or other securities into which such stock shall have
been changed or for which it shall have been exchanged, then, if the Committee
shall, in its sole discretion, determine that such change equitably requires an
adjustment in the number or kind of shares theretofore reserved for issuance
pursuant to the Plan, but, not yet covered by an option and of the shares then
subject to an option or options, such adjustments shall be made by the
Committee and shall be effective and binding for all purposes of the Plan and
of each stock option.
9.4 ADJUSTED OPTION PRICE - In the case of any substitution or adjustment as
provided for in this Article, the option price in each stock option agreement
for each share covered thereby prior to such substitution or adjustment will be
the option price for all shares of Stock or other securities which shall have
been substituted for such share or to which such share shall have been adjusted
pursuant to this Article.
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9.5 FRACTIONAL SHARES - No adjustment or substitutions provided for in this
Article shall require the Company in any stock option agreement to sell a
fractional share, and the total substitution or adjustment with respect to each
stock option agreement shall be limited accordingly.
ARTICLE X - SECURITIES REGULATION
10.1 REGISTERED STOCK - The Company shall not be obligated to sell or issue any
shares under any option granted hereunder unless and until the shares with
respect to which the option is being exercised are effectively registered or
exempt from registration under the Securities Act of 1933 and for any other
federal or state law governing the sale and issuance of such shares or any
securities exchange regulation to which the Company might be subject.
10.2 UNREGISTERED STOCK - In the event the shares are not effectively
registered, but, can be issued by virtue of an exemption, the Company may issue
option shares to an optionee if the optionee represents that he is acquiring
such shares as an investment and not with a view to, or for sale in connection
with, the distribution of any such shares. Certificates for shares of Stock
thus issued shall bear an appropriate legend reciting such representation.
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