Molex Incorporated 2000 Molex Long-Term Stock Plan Stock Option Agreement
EXHIBIT 10.10
This Stock Option Agreement (“Agreement”) is between Molex Incorporated, including its
subsidiaries and affiliates (collectively “Molex”) and «PARTICIPANT NAME» (“Executive”) and shall
be effective as of «GRANT DATE» (“Grant Date”).
1. Equity Grant. Subject to the provisions set forth herein and the terms of the 2000
Molex Long-Term Stock Plan (“Plan”), the terms of which are incorporated by reference, and in
consideration of the agreements of Executive herein provided, Molex grants to Executive a
nonqualified stock option (“Stock Option”) to purchase «NUMBER OF SHARES GRANTED» shares of Molex’s
Class A Common Stock (“Stock”), at «XXXXX XXXXX» per share.
2. Vesting and Expiration. The Stock Option shall vest in accordance with the schedule
displayed on your stock option profile on xxx.xxxxxxxxxxx.xxxxxxxx.xxx and the Stock Option shall
expire «EXPIRATION DATE».
3. Exercise of Stock Option. The Stock Option may be exercised in accordance with the
Plan, and in accordance with the practices and procedures of Molex applicable to the exercise of
Stock Options.
4. Effect of Termination of Employment, Death or Disability. The vesting of the Stock
Option may be accelerated upon the death, total disablement or retirement of Executive pursuant to
the terms of the Plan. The Stock Option will be canceled immediately upon the termination of
employment of Executive if such termination is not caused by the Executive’s death, total
disablement or retirement pursuant to the terms of the Plan.
5. Restrictions.
(a) Non-Compete. In consideration of Molex granting the Stock Option, Executive
agrees that during employment with Molex and for two years after separation from service thereof,
Executive will not, directly or indirectly, as a principal, officer, director, employee or in any
other capacity whatsoever, without prior written consent of Molex, engage in any activity with, or
provide services to, any person or entity engaged in, or about to engage in, any business activity
that is competitive with the business then engaged in by Molex, in any geographic area in which
Molex’s business is then conducted. Executive may make or hold any investment in securities of a
competitive business traded on a national securities exchange or traded in the over the counter
market, provided the investment does not exceed 5% of the issued and outstanding stock of the
competitive business.
(b) Non-Solicitation. During employment with Molex and for two years after separation
from service, Executive will not, directly or indirectly, (i) hire, solicit or make an offer to any
employee of Molex to be employed or perform services outside of Molex, (ii) solicit for competitive
business purposes any customer of Molex; or (iii) solicit, induce or attempt to
induce any customer of Molex to cease doing business in whole or in part with or through Molex.
(c) Competitors. For purposes of this Agreement, the term “competitor” means a person
or entity who or which is engaged in a material line of business conducted by Molex in any
geographic area in which Molex’s business is conducted (for purposes of this Agreement, “a material
line of business conducted by Molex” means an activity generating gross revenues to Molex of more
than US$15 million in the immediately preceding fiscal year of Molex).
(d) Forfeiture. Executive agrees that, if any provision of Sections 5 (a) or (b) is
breached as determined by Molex, Executive shall forfeit, upon written notice to such effect from
Molex: (i) all right, title and interest to the Stock Option (whether vested or unvested); (ii) any
Stock issued upon exercise of the Stock Option then owned by Executive; and (iii) any and all
profits realized by Executive pursuant to any sales or transfers of any Stock underlying the Stock
Option within the 24 month period prior to the date of such breach. For purposes of this
Agreement, “profit” is defined as the difference between the exercise price and the fair market
value of the Stock on the exercise date. Additionally, Molex shall have the right to issue a stock
transfer order and other appropriate instructions to its transfer agent with respect to the Stock
underlying the Stock Option, and Molex further shall be entitled to reimbursement from the
Executive of any fees and expenses (including attorneys’ fees) incurred by or on behalf of Molex in
enforcing its rights hereunder. By accepting this Stock Option, Executive hereby consents to a
deduction from any amounts Molex owes to Executive from time to time (including amounts owed to
Executive as compensation as well as any other amounts owed to Executive by Molex) to the extent of
any amounts that Executive owes Molex hereunder. Whether or not Molex elects to make any set-off
in whole or in part, if Molex does not recover by means of set-off the full amount Executive owes
to Molex, calculated as set forth above, Executive agrees to pay immediately the unpaid balance to
Molex.
(e) Injunctive Relief. In addition, Molex shall have the right and remedy to have the
provisions of this Agreement enforced by any court of competent jurisdiction by injunction,
restraining order, specific performance or other equitable relief in favor of Molex, it being
acknowledged and agreed that any breach or threatened breach of this Agreement by Executive will
cause irreparable injury to Molex and that money damages will not provide an adequate remedy to
Molex.
(f) Blue Penciling. If any provision of Sections 5 (a) or (b), or any part thereof,
are held to be unenforceable, the parties agree that the court making such determination shall have
the power to revise or modify such provision to make it enforceable to the maximum extent permitted
by applicable law and, in its revised or modified form, said provision shall then be enforceable.
6. Registration of Stock. Any Stock acquired under the Plan has been registered under
the Securities Act of 1933, as amended (the “Act”) or under applicable state securities laws or
exemptions thereunder. Executive may sell Stock acquired pursuant to the Plan subject to complying
with applicable federal securities laws and rules and Molex’s Xxxxxxx Xxxxxxx Policy.
2
7. Transferability. The Stock Option granted hereunder are personal to Executive and
no rights granted hereunder may be transferred, assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise) except as permitted under the Plan.
8. Rights as Stockholder. Executive or other person or entity exercising the Stock
Option shall have no rights as a stockholder with respect to any Stock covered by the grant until
any such Stock has been fully paid and/or issued as provided herein.
9. Taxes. Molex’s obligation to deliver Stock upon the exercise of a Stock Option
shall be subject to Executive’s satisfaction of all applicable federal, state and local income,
excise and employment tax withholding requirements.
10. Continued Employment and Future Grants. Nothing contained in this Agreement shall
be construed or deemed under any circumstances to bind Molex to continue the employment of
Executive for the period within which the Stock Option may be exercised. Employee acknowledges
that his/her right and eligibility to participate in the Plan is solely based upon his or her
employment with Molex. Executive further acknowledges that in no circumstances shall Executive be
entitled to any compensation for any loss of any right or benefit under the Plan which he/she might
otherwise have enjoyed whether such compensation is claimed by way of damages for wrongful
dismissal or other breach of contract or by way of compensation for loss of office or otherwise.
Additionally, the Stock Option is granted on a purely discretionary basis by Molex; Executive shall
not have any legal entitlement to such grant or subsequent grants.
11. Severability. In the event any one or more of the provisions of this Agreement
shall be held invalid, illegal or unenforceable in any respect in any jurisdiction, such provision
or provisions shall be automatically deemed amended, but only to the extent necessary to render
such provision or provisions valid, legal and enforceable in such jurisdiction, and the validity,
legality and enforceability of the remaining provisions of this Agreement shall not in any way be
affected or impaired thereby.
12. Governing Law. This Agreement shall be administered, construed and governed in
all respects under and by the laws of the State of Illinois, without reference to conflicts of laws
principles.
13. Electronic Acceptance. The exercise of the Stock Option is conditioned upon the
electronic acceptance by Executive of the terms hereof in the manner established by Molex.
14. Acknowledgment. Executive acknowledges receipt of a copy of the Plan, the related
prospectus, and this Agreement and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts the grant and agrees to be bound by its contractual terms as
set forth herein and in the Plan. Executive hereby agrees to accept as binding, conclusive and
final all decisions and interpretations of the Committee (as defined in the Plan) regarding any
questions relating to the grant. In the event of a conflict between the terms and provisions of
the Plan and the terms and provisions of the prospectus and this Agreement, the Plan terms and
provisions shall prevail.
3
15. Data Transfer and Privacy. Executive acknowledges and agrees to the collection,
use, processing and transfer of certain personal data. The Executive understands that Molex may
hold certain personal information about the Executive, including his or her name, salary,
nationality, job title, position evaluation rating along with details of all past awards and
current awards outstanding under the Plan, for the purpose of managing and administering the plan
(the “Data”). Molex, or its affiliates, will transfer Data amongst themselves as necessary for the
purpose of implementation, administration and management of the Plan. Molex and/or any of it
affiliates may further transfer Data to any third parties assisting Molex in the implementation,
administration and management of the Plan. The Executive authorizes these various recipients of
Data to receive, possess, use, retain and transfer the Data, in electronic or other form, for the
purposes of implementing, administering and managing the Plan.
16. Limitation of Liability. Notwithstanding any provisions contained in this
Agreement of the Plan, the Committee and the Company shall not under any circumstances be held
liable for any costs, losses, expenses and/or damages whatsoever and howsoever arising in any event
including but not limited to those arising in connection with the Plan or the administration
thereof.
Molex Incorporated
|
Executive | |
Xxxxxxxxx X. Xxxxxxxx
|
«PARTICIPANT NAME» | |
Co-Chairman
|
(Signed electronically) |
4
