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): August 7, 2009

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.

See Item 5.02(e).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On August 7, 2009, Plexus Corp. and John Nussbaum, a Plexus director, entered into a Third Amendment to the Supplemental Executive Retirement Agreement (the "Amendment"). The Supplemental Executive Retirement Agreement, as previously amended (the "SERP"), was originally entered into between Plexus and Mr. Nussbaum on September 19, 1996, when Mr. Nussbaum was an executive officer of Plexus. The Amendment was entered into to align the SERP’s provisions regarding the determination of payment amounts with the manner in which the SERP has operated in practice. The Amendment is effective as of July 26, 2009 to provide a fiscal month-end cut off.

The text of the Amendment is attached as an exhibit to this report, and the descriptions of the Amendment herein are qualified by reference to that text.

Item 9.01 Financial Statements and Exhibits.

See the following Exhibit Index, which is incorporated herein by reference.

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.
August 10, 2009	By:	Angelo M. Ninivaggi
		Name: Angelo M. Ninivaggi
		Title: VP and General Counsel

Exhibit Index

Exhibit No.	Description
10.1	Third Amendment to Supplemental Executive Retirement Agreement

EX-10.1

Exhibit 10.1
8-7-09 8-K

THIRD AMENDMENT TO
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

THIS AGREEMENT is made as of this 7th day of August, 2009, between PLEXUS CORP., a Wisconsin corporation (the “Company”) and JOHN NUSSBAUM (“Employee”).

WHEREAS, the parties entered into a Supplemental Executive Retirement Agreement dated September 19, 1996 (the “Original Agreement”), a First Amendment Agreement to the Original Agreement effective as of October 1, 1999 (the “First Amendment”), and a Second Amendment Agreement to the Original Agreement effective as of July 1, 2002 (the “Second Amendment” or the “SERP”), and now wish to enter into an additional amendment to reflect prospectively the original intent of the parties concerning Employee’s deferred compensation arrangement.

NOW, THEREFORE, in consideration of the premises, the parties hereto hereby amend the SERP, effective as of July 26, 2009 (the “Amendment Effective Date”), as follows:

1. Section 1 of the SERP is amended by adding the following new definitions:

“1.8 ‘Annual Cycle’ means a 12-month period commencing on any July 1; provided, however, that the first Annual Cycle shall be the period commencing on the Amendment Effective Date and ending on July 31, 2010, and the last Annual Cycle shall be the 12-month period commencing July 1, 2016.”

“1.9 ‘Payroll Date’ means each regular biweekly payroll date under the Company’s payroll system occurring during an Annual Cycle.”

2. Section 3.1 of the SERP is amended in its entirety to read as follows:

“3.1 Retirement Payments. On each Payroll Date during any Annual Cycle, the Company shall pay Employee an amount equal to (i) the annual amount set forth in Appendix A hereto for such Annual Cycle, divided by (ii) the number of scheduled Payroll Dates in such Annual Cycle.”

3. Sections 3.2, 3.4, and 3.5 of the SERP are deleted in their entirety.

4. Sections 5.7(b) of the SERP is amended by inserting immediately before the end of the first sentence thereof the following:

“, but in no event later than the last day of the year following the year of payment of the Excise Tax to which the Gross-Up Payment relates”.

5. Section 5.8 of the SERP is amended by deleting everything after “written materials relating thereto” and replacing the deleted language with the following:

“, including, without limitation, the Prior Agreement and the First Amendment Agreement.”

6. The following new Section 5.9 is added to the SERP:

“Section 409A. This Agreement is intended to comply on and after the Amendment Effective Date with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (“Section 409A”), and shall be administered accordingly. A right to a series of installment payments under the Agreement is to be treated as a right to a series of separate payments for purposes of Section 409A. If an operational failure occurs with respect to Section 409A, Employee shall fully cooperate with the Company to correct the failure, to the extent possible, in accordance with any correction procedure established by the Internal Revenue Service.”

7. Except as amended by this Third Amendment, the terms of the SERP shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have signed this Third Amendment on this 7th day of August, 2009.

PLEXUS CORP.

By:   /s/ Angelo M. Ninivaggi
Name:  Angelo M. Ninivaggi
Title:  V.P., General Counsel


Attest:  /s/ Mary J. Bathke

    /s/ John Nussbaum
JOHN NUSSBAUM

Appendix A

Annual Cycle Year	Annual Cycle Period	Annual Amount
1 2 3 4 5 6 7 8	July 26, 2009 to June 30, 2010 July 1, 2010 to June 30, 2011 July 1, 2011 to June 30, 2012 July 1, 2012 to June 30, 2013 July 1, 2013 to June 30, 2014 July 1, 2014 to June 30, 2015 July 1, 2015 to June 30, 2016 July 1, 2016 to June 30, 2017	$309,750 $348,985 $362,945 $377,462 $392,561 $408,263 $424,594 $441,577