##### 



THE 2005 MOLEX INCENTIVE STOCK OPTION PLAN  (As Amended and Restated as of October 26, 2006)
 PLAN HISTORYPLAN ACTION
    
    BOARD ADOPTION
    
    STOCKHOLDER APPROVAL
    
    EFFECTIVE DATEOriginal
    
    July 29, 2005
    
    October 28, 2005
    
    October 28, 2005Amendment and
Restatement
    
    October 17, 2006
    
    N/A
    
    October 17, 2006Amendment and
Restatement
    
    August 10, 2007
    
    October 26, 2007
    
    October 26, 2007




---



##### 



THE 2005 MOLEX INCENTIVE STOCK OPTION PLAN  (Effective October 26, 2007)
 ARTICLE I. GENERAL
 1.1 Name of Plan.
 1.2 Purpose.
 1.3 Eligibility.
 ARTICLE II. TERM OF PLAN
 2.1 Effective Date.
 2.2 Expiration.
 ARTICLE III. STOCK SUBJECT TO PLAN
 3.1 Class of Stock.
 3.2 Number of Shares.
 3.3 Expired, Forfeited or Canceled Options.
 ARTICLE IV. ADMINISTRATION
 4.1 Committee.
 4.2 Action by the Committee.




---



##### 



4.3 Power to Grant Options.
 4.4 Grants of Incentive Stock Option and Nonqualified Stock Options.
 a.
    
    Overall Limitation.With respect to any option (whether ISOs or nonqualified), ten
percent (10%) of the number of shares reserved for the Plan as set forth in Section 3.2
(adjusted as set forth in Article IX) or two hundred-fifty thousand (250,000) shares
(adjusted as set forth in Article IX), whichever is less.b.
    
    Incentive Stock Option Limitation.In addition, with respect to ISOs, the number of
shares that are subject to options that are first exercisable in any given succeeding
calendar year shall not have a fair market value (as determined on the date of grant) that
exceeds $100,000 less the aggregate fair market value (as determined at the respective
times of their grants) of those shares of all prior ISOs that are exercisable in said
succeeding calendar year.
 4.5 Automatic Grant of Options to Outside Directors.
  4.6 Other Powers.
 
    
    correct any defect or supply any omission or reconcile any inconsistency,
    
    construe and interpret the Plan, the rules and regulations relating to it, or any
other instrument entered into or relating to an award under the Plan,
    
    make any determinations, provide any procedures or rules, enter into any agreements
necessary to comply with any applicable tax laws, rules and regulations,
    
    make all other determinations, including factual determinations, necessary or
advisable for the administration of the Plan.
 ARTICLE V. GRANT OF OPTION
 5.1 Option Price.
 5.2 Fair Market Value. Wall Street Journal




---



##### 



5.3 Evidence of Option.
 ARTICLE VI. EXERCISE OF OPTION
 6.1 Initial Waiting Period.
 6.2 Vesting Periods.
 a.
    
    Normal Vesting.If an option grant is an ISO, or if an option is granted to an
outside director, the shares covered by such an option shall vest to the maximum extent of
25% of the total number of shares covered thereby during each of the succeeding four (4)
years, each commencing with the anniversary of the grant.b.
    
    Other Vesting.In all other options not falling within the scope of Section 6.2a, the
shares covered by an option shall vest in amounts and at times the Committee, in its sole
discretion, shall determine. The Committee shall also specifically have the power to
change the vesting schedule of any previously granted options to a schedule which is more
favorable to the option holder; provided, however, that no such options shall vest in
amounts greater than, or at times prior to, the amounts and times such options would have
vested if such options were within the scope of Section 6.2a.c.
    
    Maximum Vesting.Notwithstanding the foregoing, all options must vest one hundred
percent (100%) within ten (10) years from the date of grant.
 6.3 Cumulative Rights.
 6.4 Accelerated Vesting.
 a.
    
    Death; orb.
    
    Total disablement; orc.
    
    Retirement, if all of the following conditions are met at the time of termination of
employment:
 1 2
    6.5 Expiration.
 6.6 Form of Exercise. Wall Street Journal




---



##### 



6.7 Tax Withholding.
 6.8 Rights as a Shareholder.
 ARTICLE VII. TERMINATION OF OPTION
  
    
    the date of expiration set when such option was granted; or
    
    one (1) year after one of the events set forth in Section 6.4; or
    
    immediately upon termination of employment of the optionee with the Company (or
termination of position as an outside director) or any of its subsidiaries for any
reason except if his employment is terminated by reason of one of the events set forth
in Section 6.4.
 ARTICLE VIII. TRANSFERABILITY
 8.1 Non-Transferable.
 8.2 Death.
 ARTICLE IX. ADJUSTMENT OF NUMBER OF SHARES
 9.1 Stock Dividends.
 9.2 Reorganization.
 9.3 Other Changes.




---



##### 



9.4 Adjusted Option Price.
 9.5 Fractional Shares.
 ARTICLE X. SECURITIES REGULATION
 10.1 Registered Stock.
 10.2 Unregistered Stock.
 ARTICLE XI. MISCELLANEOUS
 11.1 No Contract of Employment.
 11.2 Governing Law.
 11.3 Amendment of Plan.
 11.4 Termination of Plan.