-----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, SIUD8JWEUw5+sjxJbuCaAhjleLf/QG5JbYmrUIwictZK/Rllegw7aaOuzjnz+O/y y9mjC2Ur7FYiL297FCKeCA== 0001299933-05-006079.txt : 20051121 0001299933-05-006079.hdr.sgml : 20051121 20051121124201 ACCESSION NUMBER: 0001299933-05-006079 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051117 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051121 DATE AS OF CHANGE: 20051121 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: 051217234 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_8434.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):   November 17, 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.

On November 17, 2005, the Board of Directors approved a change in directors’ compensation, to be effective January 1, 2006. The annual board fee and annual fee for audit committee chair were increased. Meeting fees were unchanged. The summary of new compensation structure is filed as an exhibit to this report.

In addition, on the same day, a change was approved to the form of Director Nonqualified Stock Option Agreement under the 2005 Equity Incentive Plan to permit issuance of options to directors with time vesting, in addition to immediately vesting options which are now provided for under the Plan and Agreement.





Item 9.01 Financial Statements and Exhibits.

Exhibit:

10.1 Summary of Directors' Compensation
10.2 Form of Option Grant Agreement(Director)






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.
          
November 21, 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
  Summary of Directors' Compensation
10.1
  Form of Option Grant Agreement (Director)
EX-10.1 2 exhibit1.htm EX-10.1 EX-10.1

Plexus Corp.
Summary of Board Compensation – 11/17/05
(outside directors)

                 
 
  FY2006
  FY2005
 
  (Effective 1/06)
  (Effective 11/04)
 
               
Cash Compensation
               
 
               
Board Meetings
               
 
               
Annual Retainer Fee
  $ 26,000   $ 25,000
 
               
Meeting Fee — in person / not in person
  $ 2,000 / $1,000   $ 2,000 / $1,000
 
               
Committee Compensation
               
 
               
Audit
               
 
               
Chairman Retainer
  $ 9,000   $ 7,500
 
               
Committee Meeting Fee (including Chairman’s participation in periodic conference calls with auditors to review financial disclosures) - - in person / not in person
  $ 1,000 / $500   $ 1,000 / $500
 
               
Compensation
               
 
               
Chairman Retainer
  $ 5,000   $ 5,000
 
               
Committee Meeting Fee - - in person / not in person
  $ 1,000 / $500   $ 1,000 / $500
 
               
Nominating & Corp Governance
               
 
               
Chairman Retainer
  $ 5,000   $ 5,000
 
               
Committee Meeting Fee - - in person / not in person
  $ 1,000 / $500   $ 1,000 / $500
 
               
Directors are also reimbursed for their travel expenses for attending meetings. No compensation for board service is paid to directors who are full-time executive officers or employees of the Company.
               
 
               
Directors who are not officers or employees were eligible in 2005 for stock option awards under the 1995 Directors’ Stock Option Plan; no further options may be granted thereunder after December 31, 2004. Directors are now eligible to participate in awards under the 2005 Equity Incentive Plan. :
               
 
               

EX-10.1 3 exhibit2.htm EX-10.1 EX-10.1

PLEXUS CORP.

DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT

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

/     / Alternative 1: 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.

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

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

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