-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IIthEIxYZ9xnD7Q4jgztnvJgG4Op+AzSTe+9kpgCugu51DqbUVll7lVofrVopAye AHrp7k++Ue9N6BOgCyzbaQ== 0000067472-05-000097.txt : 20050802 0000067472-05-000097.hdr.sgml : 20050802 20050802144633 ACCESSION NUMBER: 0000067472-05-000097 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20050728 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050802 DATE AS OF CHANGE: 20050802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOLEX INC CENTRAL INDEX KEY: 0000067472 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 362369491 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07491 FILM NUMBER: 05991497 BUSINESS ADDRESS: STREET 1: 2222 WELLINGTON CT CITY: LISLE STATE: IL ZIP: 60532 BUSINESS PHONE: 6309694550 MAIL ADDRESS: STREET 1: 2222 WELLINGTON COURT CITY: LISLE STATE: IL ZIP: 60532 8-K 1 c8k8105.txt FORM 8-K FILED AUGUST 2, 2005 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 ______________________________________________________ (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. _________ ______________ 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. _________ ___________________________________ The following exhibits are being filed as part of this Form 8-K: Exhibit Number Description ______________ ___________ 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 ___________________________ Louis A. Hecht Corporate Secretary and General Counsel EX-99 2 exhibit991.txt EXHIBIT 99.1 EXHIBIT 99.1 Fiscal Year 2006 Base Salary ____________________________ Name 2006 Base Salary Effective Date __________________ ________________________ ___________________ Robert B. Mahoney $539,760 September 1, 2005 Goro Tokuyama Yen 36,716,900 (1) July 1, 2005 (1) Approximately $330,452 based on recent exchange rates. See also Exhibit 99.3 to this Form 8-K. EX-99 3 exhibit992.txt EXHIBIT 99.2 EXHIBIT 99.2 FISCAL YEAR 2006 EXECUTIVE OFFICER CASH MERIT BONUS PLAN _________________________________________________________ The bonus plan (the "Plan") has been structured with two key components: 1. profit before tax ("PBT") actual results as compared to the budgeted PBT for the fiscal year; and 2. individual goals for the fiscal year. Percent of Maximum Bonus as a Percent of Base Salary for Achieving Budgeted __________________________________________________________ PBT Achieved PBT Goal Individual Goals Total ______________ __________________ __________________ __________________ 115% or more 96% 54% 150% ______________ __________________ __________________ __________________ Between Sliding percentage Sliding percentage 100%-115% 48%-96% 12%-54% 0.003125% of PBT 0.003571% of PBT = 0.01% = 0.01% ______________ __________________ __________________ __________________ 100% 48% 12% 60% ______________ __________________ __________________ __________________ Between Sliding percentage Sliding percentage 95%-100% 24%-48% 6%-12% 0.002083% of PBT 0.008333% of PBT = 0.01% = 0.01% ______________ __________________ __________________ __________________ 95% 24% 6% 30% ______________ __________________ __________________ __________________ Less than 95% 0% 0% 0% ______________ __________________ __________________ __________________ * The sliding percentages will be calculated to the nearest 1/100 of a percentage point, i.e., 0.01%. * These a maximum goals which means that even if the goals comprising the components are achieved at least to some degree that would technically merit a bonus, the Committee, in its discretion, may downwardly adjust the potential bonus award to a lesser percentage including 0% to take into consideration unusual events. EX-99 4 exhibit993.txt EXHIBIT 99.3 EXHIBIT 99.3 Goro Tokuyama Retirement Arrangement A. Employment Agreement Fiscal Annual Year Position and Duties Base Pay(1) Other ______ ____________________ ________________ _________________ FY05 Chairman of Molex [Yen 61,194,800] 50% work hours. Japan and President Retain company of Far East North. No automobile, office longer a and administrative Representative assistant. Director of Japan and Korea and no longer an Officer of Molex Incorporated. [Merit increase effective 9/1/04] FY06 Chairman of both [Yen 36,716,900] 50% work hours. Molex Japan and Molex [US $330,452] Retain company Korea automobile, office and administrative [Annual base pay assistant. reduced to 60% of 6/30/05 base salary amount. Resignation as corporate officer as of 7/1/05.] [The 60% reduction in pay approved by the Compensation Committee on 1/28/04 was based on the fiscal year 2004 salary rather than the fiscal year 2005 salary effective 9/1/04.] FY07- Member of the Board [Yen 36,716,900] NA FY14 of Directors of both [US $330,452] Molex Japan and Molex Korea B. Molex further agrees that if Goro Tokuyama dies during the term of this Agreement, it will pay his spouse, if she survives him, the balance of the annual payments each year that would have been paid to Tokuyama. (1) Yen 1 = $0.0090 NOTE: Revisions to previously approved arrangement are in brackets. EX-99 5 exhibit994.txt EXHIBIT 99.4 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 EX-99 6 exhibit995.txt EXHIBIT 99.5 EXHIBIT 99.5 MOLEX 2005 OUTSIDE DIRECTORS' DEFERRED COMPENSATION PLAN __________________________________________________________ (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. EX-99 7 exhibit996.txt EXHIBIT 99.6 EXHIBIT 99.6 Contact: Neil Lefort Vice President, Investor Relations (630) 527-4344 MOLEX DIRECTORS INCREASE CASH DIVIDEND BY 33% Lisle, Ill., USA -- July 28, 2005 -- Molex Incorporated (NASDAQ: MOLX and MOLXA), a global electronic components company, today announced that its Board of Directors has approved an increase in the regular quarterly cash dividend to $0.05 per share, an increase of 33 percent from the previous cash dividend of $0.0375 per share. The new regular quarterly cash dividend will be paid on October 25, 2005 to shareholders of record on September 30, 2005 for each share of Common Stock (MOLX), Class A Common Stock (MOLXA) and Class B Stock, and will continue quarterly until further action by the Board. Statements in this release that are not historical are forward- looking and are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. Certain of these risks and uncertainties are set forth in Molex's 10-K and other documents filed with the Securities and Exchange Commission and include economic conditions in various regions, product and price competition and foreign currency exchange rate changes. Molex does not undertake to revise these forward-looking statements or to provide any updates regarding information contained in this release resulting from new information, future events or otherwise. Molex's Annual Report, as well as news releases and other supplementary financial data is available by accessing Molex's website at www.molex.com. Molex Incorporated is a 67-year-old manufacturer of electronic components, including electrical and fiber optic interconnection products and systems, switches and integrated products in 55 plants in 19 countries throughout the world. ### Editor's note: Molex is traded on the NASDAQ National Market System in the United States and on the London Stock Exchange. The Company's voting common stock (MOLX) is included in the S&P 500 Index and the NASDAQ 100. -----END PRIVACY-ENHANCED MESSAGE-----