PLEXUS CORP. STOCK APPRECIATION RIGHTS AGREEMENT
Exhibit 10.5(c)
| TO: | «FIRST NAME» «LAST NAME» |
| DATE | «DATE:» |
In order to provide additional incentive through stock ownership for certain officers and key
employees of Plexus Corp. (the “Corporation”) and its subsidiaries, you (the “Grantee”) are hereby
granted a Stock Appreciation Right (“SAR”) effective as of (the “Grant Date”),
with respect to
shares of the Corporation’s Common Stock at a xxxxx xxxxx per
share of $ (the “Xxxxx Xxxxx”).
This SAR is subject to the terms and conditions set forth in this Agreement and in the Plexus
Corp. 2008 Long-Term Incentive Plan (the “Plan”), the terms of which are incorporated herein by
reference. This SAR shall become exercisable as follows:
| Years After | Percentage of Xxxxx | |||
| Xxxxx Date | Which May Be Exercised | |||
Less than 1
|
0 | % | ||
1 but less than 2
|
Fifty percent (50%) | |||
2 or more
|
One hundred percent (100%) | |||
This SAR will lapse after seven (7) years from the Grant Date and thus may not be exercised
thereafter. No part of this SAR is transferable or assignable, in whole or in part, unless
otherwise provided for in the Plan.
You may exercise this SAR provided that it meets all vesting requirements, by logging on to
xxx.xxxxxx.xxx/xxxxxxxxxx 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 you with detailed instructions on how to exercise SARs as
well as other relevant information pertaining to your grant. Keep in mind that if you are
considered an “insider” you are 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.
Upon exercise, you will receive the number of shares of Common Stock (rounded down to the
nearest whole share) equal to (a) the excess, if any, of the Fair Market Value per share on the
exercise date over the Xxxxx Xxxxx per share of the SAR, multiplied by (b) the number of SARs being
exercised pursuant to such notice, divided by (c) the Fair Market Value per share on the exercise
date.
This SAR shall terminate on the date you cease to be employed by the Corporation or its
subsidiaries, except that (i) during the ninety day period following the date of such termination
of employment and if such termination is not for cause, you shall be entitled to exercise the SAR
granted hereunder to the extent such SAR was exercisable on the date of the termination of your
employment, (ii) during the one-year period following the date of termination of employment due to
permanent disability or death, you or your representative shall be entitled to exercise the SAR
granted hereunder to the extent such SAR was exercisable on the date of the termination of your
employment due to permanent disability or death (to the extent not previously exercised) and (iii)
during the three-year period following the date of your retirement in accordance with normal
Corporation retirement practices, as determined by the Committee in its sole discretion, you shall
be entitled to exercise the SAR granted hereunder to the extent such SAR was exercisable on the
date of your retirement (to the extent not previously exercised). Such ninety day, one-year or
three-year period shall not, however, extend the term of any SAR beyond the date such SAR would
otherwise have lapsed.
Prior to the exercise of an SAR you should consult your tax advisor regarding the tax
consequences thereof. No shares shall be issued upon exercise of an SAR until withholding taxes,
if any, and any other withholding obligation, if any, have been satisfied (as applicable). The
Compensation and Leadership Development Committee of the Board (the “Committee”) may provide that,
if and to the extent withholding of any federal, state or local tax is required in connection with
the exercise of an SAR, the Grantee may elect, at such time and in such manner as the Committee may
prescribe, to satisfy this withholding requirement, in whole or in part, by having the Corporation
withhold shares having a Fair Market Value on the date the tax is to be determined equal to the
minimum marginal total tax which could be imposed on the transaction.
Under applicable securities laws, you may not be able to sell any shares for a period of time
after your purchase, and you must comply with the Company’s Xxxxxxx Xxxxxxx Restrictions and
Policies. The Corporation’s counsel should be consulted on your ability to sell your shares under
the 1934 Act.
The Plan provides that no SAR may be exercised unless the Plan is in full compliance with all
laws and regulations applicable thereto.
No amendment, modification or waiver of this Agreement, in whole or in part, shall be binding
unless consented to in writing by the Corporation and no amendment may cause any Grantee to be
unfavorably affected with respect to any SAR already granted hereunder.
Neither the establishment of, nor the awarding of SARs under this Plan shall be construed to
create a contract of employment between any Grantee and the Corporation or its subsidiaries; nor
does it give any Grantee the right to continue in the employment of the Corporation or its
subsidiaries or limit in any way the right of the Corporation or its subsidiaries to discharge any
Grantee at any time and without notice, with or without cause, or to any benefits not specifically
provided by this Plan, or in any manner modify the Corporation’s right to establish, modify, amend
or terminate any profit sharing, retirement or other benefit plans.
To accept this grant, agreement and other linked materials please logon with your user name
and password to xxx.xxxxxx.xxx/xxxxxxxxxx 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 Appreciation Rights Agreement, a copy of the 2008 Long-Term
Incentive Plan, and a copy of the Xxxxxxx Xxxxxxx Restrictions and Policies. If this grant is not
accepted online within thirty (30) days from the grant date of this Agreement, this SAR will be
deemed refused and may be withdrawn.
| PLEXUS CORP. |
|||||
| By: | /s/ | ||||
