-----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, JxfudHpopa9jPpPEeIKFeT0OlmHnsrYEwNYxtzUYJzJWWvVyzR4TIVCNIZY509tA UUwuCG5rYpj3gVLORCyXDg== 0001299933-05-001529.txt : 20050401 0001299933-05-001529.hdr.sgml : 20050401 20050401170148 ACCESSION NUMBER: 0001299933-05-001529 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050401 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050401 DATE AS OF CHANGE: 20050401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLEXUS CORP CENTRAL INDEX KEY: 0000785786 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 391344447 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14824 FILM NUMBER: 05726311 BUSINESS ADDRESS: STREET 1: 55 JEWELERS PARK DR CITY: NEENAH STATE: WI ZIP: 54957-0156 BUSINESS PHONE: 9207223451 MAIL ADDRESS: STREET 1: PLEXUS CORP STREET 2: 55 JEWELERS PARK DR CITY: NEENAH STATE: WI ZIP: 54957-0156 8-K 1 htm_3928.htm LIVE FILING Plexus Corp. (Form: 8-K)  

 


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

     
Date of Report (Date of Earliest Event Reported):   April 1, 2005

Plexus Corp.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Wisconsin 000-14824 39-1344447
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
55 Jewelers Park Drive, Neenah, Wisconsin   54957-0156
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   920-722-3451

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

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:

[  ]  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.

In February 2005, Plexus shareholders approved the adoption of the Plexus Corp. 2005 Equity Incentive Plan (the "Plan"), which approval has previously been reported by Plexus.

Plexus has determined that certain administrative functions for the Plan will be conducted online, through a software and administrative system maintained by E*Trade Financial Corp., a third-party stock brokerage firm. In connection with the commencement of that arrangement on April 1, 2005, Plexus has adopted (also effective as of April 1, 2005) forms of agreements for the following type of awards which may be made under the Plan:

1. Form of option grant for officers and employees.
2. Form of option grant for non-employee directors.
3. Form of restricted stock award with time vesting.
4. Form of restricted stock unit award with time vesting.

No awards have yet been made under the Plan. Plexus has not yet adopted forms of agreements for stock appreciation right awards or for restricted stock or restricte d stock unit awards with performance-based vesting.

In all cases, the forms of award agreements are in accordance with the provisions of, and alternatives provided in, the Plan. Terms of the specific awards will vary in: the number of shares subject to the awards; the vesting periods (or other arrangements), if any; the exercise price of any option; the date of grant; and identify of the recipients.





Item 9.01. Financial Statements and Exhibits.

The following exhibits are filed herewith:
10.1 Form of option grant under the Plan for officers and employees.
10.2 Form of option grant under the Plan for non-employee directors.
10.3 Form of restricted stock award under the Plan with time vesting.
10.4 Form of restricted stock unit award under the Plan with time vesting.






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.

         
    Plexus Corp.
          
April 1, 2005   By:   Joseph D. Kaufman
       
        Name: Joseph D. Kaufman
        Title: Senior Vice President, Chief Legal Officer and Secretary


Exhibit Index


     
Exhibit No.   Description

 
10.1
  Form of Option Grant (Officer or Employee)
10.2
  Form of Option Grant (Director)
10.3
  Form of Restricted Stock Award with Time Vesting
10.4
  Form of Restricted Stock Unit Award with Time Vesting
EX-10.1 2 exhibit1.htm EX-10.1 EX-10.1

PLEXUS CORP.

STOCK OPTION AGREEMENT

     
TO: [name]
DATE:
 
[date]

In order to provide additional incentive through stock ownership for certain officers and key employees of Plexus Corp. (the “Corporation”) and its subsidiaries, you (the “Grantee”) are hereby granted a Stock Option (“Option”) effective as of      , 20     (the “Grant Date”), to purchase      shares of the Corporation’s Common Stock at a price per share of $     .

This Option is subject to the terms and conditions set forth in this Agreement and in the Plexus Corp. 2005 Equity Incentive Plan (the “Plan”), the terms of which are incorporated herein by reference.

[One of the following alternatives shall be designated. If no alternative is designated, Alternative 1 shall apply]:

      [ ] Alternative 1: This option shall become exercisable under the schedule set forth in Section 12 of the Plan, which is as follows:

         
Years After   Maximum Number of Shares
Grant Date   Which May Be Exercised
Less than 1
    0 %
 
       
1 but less than 2
  Thirty Three and one third percent (33?%)
 
       
2 but less than 3
  Sixty six and two thirds percent (66?%)
 
       
3 but less than 10
  One hundred percent (100%)

      [ ] Alternative 2: This Option shall become exercisable in accordance with the schedule established by the Committee at the time of grant and set forth below:

      [ ] Alternative 3: This Option shall vest immediately; however, you may not sell any shares acquired upon exercise of the Option for at least six months after the Grant Date.

This Option will lapse after 10 years from the Grant Date and thus may not be exercised thereafter. No part of this Option is transferable or assignable, in whole or in part, unless otherwise provided for in the Plan.

You may exercise this option provided that it meets all vesting requirements, by logging on to www.etrade.com/stockplans.com or by calling E*Trade at 800.838.0908 in the U.S. or 1.650.599.0125 outside the U.S. The website provides you with detailed instructions on how to exercise stock options as well as other relevant information pertaining to your grant. Keep in mind that if you are considered an “insider” you are subject to blackout restrictions which may prevent exercise during certain time periods referred to as the ‘blackout period”. If you are considered an “insider” you have been notified of the restrictions via email.

This Option shall terminate on the date you cease to be employed by the Corporation or its subsidiaries, except that (i) during the three-month period following the date of such termination of employment and if such termination is not for cause, you shall be entitled to exercise the Option granted hereunder to the extent such Option was exercisable on the date of the termination of your employment, and (ii) during the one-year period following the date of termination of employment due to disability (as defined in the Plan for ISOs) or death, you or your representative shall be entitled to exercise the Option granted hereunder in full (to the extent not previously exercised). Such three-month or one-year period shall not, however, extend the term of any Option beyond the date such Option would otherwise have lapsed.

This option is intended to be an incentive stock option (“ISO”) to the maximum extent permitted by law. In accordance with Internal Revenue Code rules, the aggregate fair market value (determined as of the date of grant) of shares with respect to which ISOs are exercisable for the first time during any calendar year (under the Plan or under any other incentive stock option plan of the Company or Subsidiary of the Company) may not exceed $100,000. If the fair market value of shares on the date of grant with respect to which ISOs are exercisable for the first time during any calendar year exceeds $100,000, then the options for the first $100,000 of shares to become exercisable in such calendar year will be ISOs and the options for the amount in excess of $100,000 that become exercisable in that calendar year will be treated as non-qualified stock options (“NSOs”).

Prior to the exercise of an Option you should consult your tax advisor regarding the tax consequences thereof. No shares shall be issued upon exercise of an Option until withholding taxes, if any, and any other withholding obligation, if any, have been satisfied (as applicable). The Committee may provide that, if and to the extent withholding of any federal, state or local tax is required in connection with the exercise of an Option, the Grantee may elect, at such time and in such manner as the Committee may prescribe, to have the Corporation hold back from the shares to be issued, the number of shares of Common Stock calculated to have a Fair Market Value equal to such withholding obligation.

Under applicable securities laws, you may not be able to sell any shares for a period of time after your purchase, and you must comply with the Company’s Insider Trading Restrictions and Policies (copy attached). The Corporation’s counsel should be consulted on your ability to sell your shares under the 1934 Act.

The Plan provides that no Option may be exercised unless the Plan is in full compliance with all laws and regulations applicable thereto.

No amendment, modification or waiver of this Agreement, in whole or in part, shall be binding unless consented to in writing by the Corporation and no amendment may cause any Grantee to be unfavorably affected with respect to any Option already granted hereunder.

Neither the establishment of, nor the awarding of Options under this Plan shall be construed to create a contract of employment between any Grantee and the Corporation or its subsidiaries; nor does it give any Grantee the right to continue in the employment of the Corporation or its subsidiaries or limit in any way the right of the Corporation or its subsidiaries to discharge any Grantee at any time and without notice, with or without cause, or to any benefits not specifically provided by this Plan, or in any manner modify the Corporation’s right to establish, modify, amend or terminate any profit sharing, retirement or other benefit plans.

To accept this grant, agreement and other linked materials please logon with your user name and password to www.etrade.com/stockplans.com and select the Stock Options page. This grant will be listed at the bottom of all prior grants and will be labeled in the status column as “Requires Acceptance”. Clicking on this link will take you to the Grant Acceptance page which will allow you to view and print (recommended) all applicable documents related to this grant. To accept the grant and all applicable documents you will type in your password and click accept. By accepting this grant online you acknowledge and accept this grant and the terms and conditions. You also acknowledge receipt of this Stock Option Agreement, a copy of the 2005 Equity Incentive Plan, and a copy of the Insider Trading Restrictions and Policies. If this grant is not accepted online within 30 days from the grant date of this Agreement, this Option will be deemed refused and may be withdrawn.

The terms of the Plan shall have precedence over any terms in this Agreement that are inconsistent therewith.

PLEXUS CORP.

By: /s/ Joseph D. Kaufman

      Secretary

EX-10.2 3 exhibit2.htm EX-10.2 EX-10.2

PLEXUS CORP.

DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT

     
TO: [name]
DATE:
 
[date]

In order to provide additional incentive through stock ownership for directors of Plexus Corp. (the “Corporation”), you (the “Grantee”) are hereby granted a Stock Option (“Option”) effective as of      , 20     (the “Grant Date”), to purchase      shares of the Corporation’s Common Stock at a price per share of $     . This Option is subject to the terms and conditions set forth in this Agreement and in the Plexus Corp. 2005 Equity Incentive Plan (the “Plan”), the terms of which are incorporated herein by reference.

1. Number of Shares Optioned; Exercise Price. The Corporation grants to Grantee a nonqualified stock option to purchase, on the terms and conditions hereof and of the Plan, all or any part of an aggregate of      shares of the Corporation’s Common Stock, $.01 par value, at the purchase price of $    per share.

2. Period of Exercise. This option shall become exercisable beginning six months from the date of grant, regardless of whether the Grantee is still a Director on such date. All rights to exercise this option shall terminate upon the earlier of (a) ten (10) years from the date the option is granted, or (b) one (1) year from the date the Grantee ceases to be a Director.

3. Method of Exercising Option. Grantee may exercise this option by logging on to www.etrade.com/stockplans.com or by calling E*Trade at 800.838.0908 in the U.S. or 1.650.599.0125 outside the U.S. The website provides detailed instructions on how to exercise stock options as well as other relevant information pertaining to the grant. An “insider” is subject to blackout restrictions which may prevent exercise during certain time periods referred to as the ‘blackout period”. If you are considered an “insider” you have been notified of the restrictions via email.

4. No Rights in Shares Until Issued. Neither the Grantee nor Grantee’s heirs, executor or administrator shall be, or have any of the rights or privileges of, a stockholder of the Corporation in respect of any of the shares issuable upon the exercise of the option herein granted, unless and until such shares are fully paid and issued to him/her upon exercise of this Option.

5. Option Not Transferable During Grantee’s Lifetime. This option shall not be transferable by Grantee other than by last will and testament or by the laws of descent and distribution. During Grantee’s lifetime, this option shall be exercisable only by Grantee or Grantee’s guardian or legal representative. In the event of the Grantee’s death, the personal representative of the Grantee’s estate or the person or persons to whom the Option is transferred by will or the laws of descent and distribution may exercise the Option in accordance with its terms.

6. Effect of Change in Stock. In the event of a reorganization, recapitalization, stock split, stock dividend, merger, consolidation, rights offering or like transaction, the Committee shall make or provide for such adjustment in the exercise price of the option or in the number of kinds of stock covered by the option as it may, in its discretion, deem to be equitable provided, however, in the event of (a) the merger or consolidation of the Corporation with or into another corporation or corporations in which the Corporation is not the surviving corporation, (b) the adoption of any plan for the dissolution of the Corporation, or (c) the sale or exchange of all or substantially all the assets of the Corporation for cash or for shares of stock or other securities of another corporation, the Committee may elect to cancel this option. In the event the option is canceled, the Corporation, or the corporation assuming the obligations of the Corporation hereunder, shall pay Grantee an amount of cash or stock, as determined by the Committee, equal to the Fair Market Value per share of the Stock immediately preceding such cancellation over the option exercise price, multiplied by the number of shares subject to the option.

7. Liquidation. Anything contained herein to the contrary notwithstanding, upon the complete liquidation of the Corporation, this option shall be canceled.

8. Successors. This agreement shall be binding upon and inure to the benefit of any successor or successors of the Corporation.

9. Wisconsin Contract. This option has been granted in Wisconsin and shall be construed under the laws of that state.

To accept this grant, agreement and other linked materials please logon with your user name and password to www.etrade.com/stockplans.com and select the Stock Options page. This grant will be listed at the bottom of all prior grants and will be labeled in the status column as “Requires Acceptance”. Clicking on this link will take you to the Grant Acceptance page which will allow you to view and print (recommended) all applicable documents related to this grant. To accept the grant and all applicable documents you will type in your password and click accept. By accepting this grant online you acknowledge and accept this grant and the terms and conditions. You also acknowledge receipt of this Stock Option Agreement, a copy of the 2005 Equity Incentive Plan, and a copy of the Insider Trading Restrictions and Policies. If this grant is not accepted online within 30 days from the grant date of this Agreement, this Option will be deemed refused and may be withdrawn.

The terms of the Plan shall have precedence over any terms in this Agreement that are inconsistent therewith.

PLEXUS CORP.

By: /s/ Joseph D. Kaufman

      Secretary

EX-10.3 4 exhibit3.htm EX-10.3 EX-10.3

PLEXUS CORP.

RESTRICTED STOCK AGREEMENT

     
TO: [name]
DATE:
 
[date]

In order to provide additional incentive through stock ownership for certain officers and key employees of Plexus Corp. (the “Corporation”) and its subsidiaries, you (the “Grantee”) are hereby granted a restricted stock award (“Award”) effective as of      , 20     (the “Grant Date”). This Award is subject to the terms and conditions set forth in this Agreement and in the Plexus Corp. 2005 Equity Incentive Plan (the “Plan”), the terms of which are incorporated herein by reference.

1. NUMBER OF SHARES

This Restricted Stock Award applies to      shares of the Corporation’s Common Stock, $.01 par value (the “Restricted Stock”).

2. VESTING REQUIREMENTS

[One of the following alternatives shall be designated. If no alternative is designated, Alternative 1 shall apply]:

      [ ] Alternative 1: This Award shall become vested in accordance with the schedule set forth below:

         
Years After    
Grant Date   % of Shares Becoming Vested
Less than 1
    0 %
 
       
1 but less than 2
  Thirty Three and one third percent (33?%)
 
       
2 but less than 3
  Sixty six and two thirds percent (66?%)
 
       
3 but less than 10
  One hundred percent (100%)

[ ] Alternative 2: This Award shall become vested in accordance with the schedule established by the Committee at the time of grant and set forth below:

Notwithstanding the foregoing, the Award shall fully vest upon a Change in Control, as defined in the Plan.

      3.

1

RESTRICTED PERIOD

The period of time during which the Restricted Stock is forfeitable is referred to as the “Restricted Period.” If your employment with the Corporation or one of its subsidiaries terminates during the Restricted Period for any reason, then the unvested portion of the Restricted Stock shall be forfeited to the Corporation on the date of such termination, without any further obligation of the Corporation to you and all your rights with respect to the unvested part of the Restricted Stock shall terminate.

4. RIGHTS DURING RESTRICTED PERIOD

During the Restricted Period, you shall have the right to vote the Restricted Stock and to receive cash dividends. If any stock dividend is declared upon the Restricted Stock, or there is any stock split, stock distribution, or other change in the corporate structure of the Corporation with respect to the Restricted Stock, the aggregate number and kind of shares covered by this grant shall be proportionately and appropriately adjusted (subject to the same restrictions applicable to the original Restricted Stock). You shall not be permitted to sell, assign, transfer, pledge or otherwise encumber the Restricted Stock during the Restricted Period.

5. CUSTODY

The Restricted Stock issued to you may be credited in book entry form and held in custody by the Corporation or an agent for the Corporation until the applicable restrictions have expired. If any certificates are issued for shares of Restricted Stock during the Restricted Period, such certificates shall bear an appropriate legend as determined by the Corporation referring to the applicable terms, conditions and restrictions and you agree to deliver a signed, blank stock power to the Corporation relating thereto. On each date that the Restricted Stock vests, the Corporation shall, or shall cause its transfer agent to, issue unrestricted shares to you for those vested shares. Additionally, on the final vesting date, the Corporation shall deliver to you any blank stock power that you signed and delivered to the Corporation in connection with your Restricted Stock grant.

6. TAX WITHHOLDING

The Corporation may require, as a condition to the vesting of any shares of the Restricted Stock, that you pay to the Corporation any taxes which the Corporation is required to withhold by reason of such vesting. In lieu of part or all of such payment, you may request, subject to such rules and regulations as the Committee may adopt from time to time, that the Corporation withhold a portion of the shares otherwise becoming vested to defray all or a portion of any applicable taxes, or request that the Corporation or its subsidiaries withhold the required amounts from other compensation payable to you.

7. TRANSFER RESTRICTIONS AFTER VESTING

Under applicable securities laws, you may not be able to sell any shares for a period of time after vesting, and you must comply with the Corporation’s Insider Trading Restrictions and Policies (copy attached). The Corporation’s counsel should be consulted on your ability to sell your shares under the 1934 Act.

8. NO EMPLOYMENT AGREEMENT INTENDED

Neither the establishment of, nor the awarding of Awards under this Plan shall be construed to create a contract of employment between you and the Corporation or its subsidiaries; nor does it give you the right to continue in the employment of the Corporation or its subsidiaries or limit in any way the right of the Corporation or its subsidiaries to discharge you at any time and without notice, with or without cause, or to any benefits not specifically provided by this Plan, or in any manner modify the Corporation’s right to establish, modify, amend or terminate any profit sharing, retirement or other benefit plans.

9. WISCONSIN CONTRACT

This Agreement reflects an Award made in Wisconsin and shall be construed under the laws of that state without regard to the conflict of laws provision of any jurisdiction.

To accept this grant, agreement and other linked materials please logon with your user name and password to www.etrade.com/stockplans.com and select the Stock Options page. This grant will be listed at the bottom of all prior grants and will be labeled in the status column as “Requires Acceptance”. Clicking on this link will take you to the Grant Acceptance page which will allow you to view and print (recommended) all applicable documents related to this grant. To accept the grant and all applicable documents you will type in your password and click accept. By accepting this grant online you acknowledge and accept this grant and the terms and conditions. You also acknowledge receipt of this Restricted Stock Agreement, a copy of the 2005 Equity Incentive Plan, and a copy of the Insider Trading Restrictions and Policies. If this grant is not accepted online within 30 days from the grant date of this Agreement, this Award will be deemed refused and may be withdrawn.

The terms of the Plan shall have precedence over any terms in this Agreement that are inconsistent therewith.

PLEXUS CORP.

By: /s/ Joseph D. Kaufman

      Secretary

2 EX-10.4 5 exhibit4.htm EX-10.4 EX-10.4

PLEXUS CORP.

RESTRICTED STOCK UNIT AGREEMENT

TO: [name]

DATE: [date]

In order to provide additional incentive through stock ownership for certain officers and key employees of Plexus Corp. (the “Corporation”) and its subsidiaries, you (the “Grantee”) are hereby granted a restricted stock unit award (“Award”) effective as of      , 20     (the “Grant Date”). This Award is subject to the terms and conditions set forth in this Agreement and in the Plexus Corp. 2005 Equity Incentive Plan (the “Plan”), the terms of which are incorporated herein by reference.

1. NUMBER OF UNITS

This Restricted Stock Unit Award applies to      shares of the Corporation’s Common Stock, $.01 par value (the “Restricted Stock Units”). The Restricted Stock Units granted under this Agreement are units that will be reflected in a book account maintained by the Corporation until they become vested or have been forfeited.

2. VESTING REQUIREMENTS

[One of the following alternatives shall be designated. If no alternative is designated, Alternative 1 shall apply]:

      [ ] Alternative 1: This Award shall become vested in accordance with the schedule set forth below:

         
Years After    
Grant Date   % of Units Becoming Vested
Less than 1
    0 %
 
       
1 but less than 2
  Thirty Three and one third percent (33?%)
 
       
2 but less than 3
  Sixty six and two thirds percent (66?%)
 
       
3 but less than 10
  One hundred percent (100%)

[ ] Alternative 2: This Award shall become vested in accordance with the schedule established by the Committee at the time of grant and set forth below:

Notwithstanding the foregoing, the Award shall fully vest upon a Change in Control, as defined in the Plan.

      3.

1

RESTRICTED PERIOD

The period of time during which the Restricted Stock Units are forfeitable is referred to as the “Restricted Period.” If your employment with the Corporation or one of its subsidiaries terminates during the Restricted Period for any reason, then the unvested portion of the Award will be forfeited on the date of such termination of employment.

4. RIGHTS DURING RESTRICTED PERIOD

During the Restricted Period, you will not have any right to vote the Restricted Stock Units or to receive credit for cash dividends. You will not be deemed a stockholder of the Corporation with respect to any of the Restricted Stock Units. The Restricted Stock Units may not be sold, assigned, transferred, pledged, encumbered or otherwise disposed of prior to vesting.

5. SETTLEMENT OF RESTRICTED STOCK UNITS

As soon as practicable after the Restricted Stock Units become vested, the Corporation shall issue to you one share of Common Stock for each Restricted Stock Unit which becomes vested.

6. TAX WITHHOLDING

The Corporation shall have the power and right to deduct or withhold, or require you to remit to the Corporation, an amount sufficient to satisfy Federal, state and local taxes required by law to be withheld with respect to issuance of shares under this Agreement. You may make a written election, subject to the approval of the Committee, to satisfy this withholding requirement, in whole or in part, by having the Corporation withhold shares having a Fair Market Value on the date the tax is to be determined equal to the minimum marginal total tax which could be imposed on the transaction.

7. TRANSFER RESTRICTIONS AFTER VESTING

Under applicable securities laws, you may not be able to sell any shares for a period of time after vesting, and you must comply with the Corporation’s Insider Trading Restrictions and Policies (copy attached). The Corporation’s counsel should be consulted on your ability to sell your shares under the 1934 Act.

8. NO EMPLOYMENT AGREEMENT INTENDED

Neither the establishment of, nor the awarding of Awards under this Plan shall be construed to create a contract of employment between you and the Corporation or its subsidiaries; nor does it give you the right to continue in the employment of the Corporation or its subsidiaries or limit in any way the right of the Corporation or its subsidiaries to discharge you at any time and without notice, with or without cause, or to any benefits not specifically provided by this Plan, or in any manner modify the Corporation’s right to establish, modify, amend or terminate any profit sharing, retirement or other benefit plans.

      9.

2

WISCONSIN CONTRACT

This Agreement reflects an Award made in Wisconsin and shall be construed under the laws of that state without regard to the conflict of laws provision of any jurisdiction.

To accept this grant, agreement and other linked materials please logon with your user name and password to www.etrade.com/stockplans.com and select the Stock Options page. This grant will be listed at the bottom of all prior grants and will be labeled in the status column as “Requires Acceptance”. Clicking on this link will take you to the Grant Acceptance page which will allow you to view and print (recommended) all applicable documents related to this grant. To accept the grant and all applicable documents you will type in your password and click accept. By accepting this grant online you acknowledge and accept this grant and the terms and conditions. You also acknowledge receipt of this Restricted Stock Unit Agreement, a copy of the 2005 Equity Incentive Plan, and a copy of the Insider Trading Restrictions and Policies. If this grant is not accepted online within 30 days from the grant date of this Agreement, this Award will be deemed refused and may be withdrawn.

The terms of the Plan shall have precedence over any terms in this Agreement that are inconsistent therewith.

PLEXUS CORP.

By: /s/ Joseph D. Kaufman

      Secretary

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