exv10w11






EXHIBIT 10.11




Molex Incorporated

2000 Molex Long-Term Stock Plan

Restricted Stock Agreement




     This Restricted Stock 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
restricted stock award (“Restricted Stock”) to receive «NUMBER OF SHARES GRANTED» shares of Molex’s
Class A Common Stock (“Stock”).



     2. Vesting and Expiration. The Restricted Stock shall vest in accordance with the
schedule displayed on your Restricted Stock profile on
www.netbenefits.fidelity.com.



     3. Effect of Termination of Employment, Death or Disability. The vesting of the
Restricted Stock may be accelerated upon the death, total disablement or retirement of Executive
pursuant to the terms of the Plan. The Restricted Stock 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.



     4. Restrictions.



          (a) Non-Compete. In consideration of Molex granting the Restricted Stock, 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 Restricted Stock (whether vested or unvested); (ii)
any Stock issued upon vesting of the Restricted Stock then owned by Executive; and (iii) any and
all profits realized by Executive pursuant to any sales or transfers of any Stock underlying the
Restricted Stock 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 fair market value of the Stock on the
grant date and the fair market value of the Stock on the date of sale or transfer. 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 Restricted Stock, 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 Restricted Stock, 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.




     5. 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 Insider Trading Policy.



     6. Transferability. The Restricted Stock 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.



2









 





     7. Rights as Stockholder. Executive or other person or entity exercising the
Restricted Stock shall have no rights as a stockholder with respect to any Stock covered by the
grant until any such Stock has been issued as provided herein.



     8. Taxes. Molex’s obligation to deliver Stock shall be subject to Executive’s
satisfaction of all applicable federal, state and local income, excise and employment tax
withholding requirements.



     9. 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 Restricted Stock vests. 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
Restricted Stock is granted on a purely discretionary basis by Molex; Executive shall not have any
legal entitlement to such grant or subsequent grants.



     10. 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.



     11. 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.



     12. Electronic Acceptance. The issuance of the Restricted Stock is conditioned upon
the electronic acceptance by Executive of the terms hereof in the manner established by Molex.



     13. 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









 





     14. 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.



     15. 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
	 
	 	 
	Frederick A. Krehbiel 

Co-Chairman

	 	«PARTICIPANT NAME»

(Signed electronically)







4