PLEXUS CORP. RESTRICTED STOCK UNIT AGREEMENT
Exhibit 10.5(b)
| 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 restricted stock unit award (“Award”) effective
as of «M_2008_Units» (the “Grant Date”). This Award 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.
| 1. | NUMBER OF UNITS |
This Award
applies to
shares of the Corporation’s Common Stock, $.01 par value (the
“Restricted Stock Units”). The Restricted Stock Units granted under this Agreement are
units that
will be reflected in a book account maintained by the Corporation until they become vested or have
been forfeited.
| 2. | VESTING REQUIREMENTS |
[One of the following alternatives shall be designated. If no alternative is designated,
Alternative 1 shall apply]:
¨ Alternative 1: This
Award shall become 100% vested on ,
.
¨ Alternative 2: This Award shall become vested in accordance with the schedule
established by the Compensation and Leadership Development Committee of the Board (the “Committee”)
at the time of grant and set forth below:
Notwithstanding the foregoing, the Award shall fully vest upon a Change in Control, as defined
in the Plan.
| 3. | RESTRICTED PERIOD |
The period of time during which the Restricted Stock Units are forfeitable is referred to as
the “Restricted Period.” If your employment with the Corporation or one of its subsidiaries
terminates during the Restricted Period for any reason, then the unvested portion of the Award will
be forfeited on the date of such termination of employment.
| 4. | RIGHTS DURING RESTRICTED PERIOD |
During the Restricted Period, you will not have any right to vote the Restricted Stock Units
or to receive credit for cash dividends. You will not be deemed a stockholder of the Corporation
with respect to any of the Restricted Stock Units. The Restricted Stock Units may not be sold,
assigned, transferred, pledged, encumbered or otherwise disposed of prior to vesting.
| 5. | SETTLEMENT OF RESTRICTED STOCK UNITS |
As soon as practicable after the Restricted Stock Units become vested, the Corporation shall
issue to you one share of Common Stock for each Restricted Stock Unit which becomes vested.
| 6. | TAX WITHHOLDING |
The Corporation shall have the power and right to deduct or withhold, or require you to remit
to the Corporation, an amount sufficient to satisfy Federal, state and local taxes required by law
to be withheld with respect to issuance of shares under this Agreement. You may make a written
election, subject to the approval of the Committee, 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.
| 7. | TRANSFER RESTRICTIONS AFTER VESTING |
Under applicable securities laws, you may not be able to sell any shares for a period of time
after vesting, and you must comply with the Corporation’s Xxxxxxx Xxxxxxx Restrictions and
Policies. The Corporation’s counsel should be consulted on your ability to sell your shares under
the 1934 Act.
| 8. | NO EMPLOYMENT AGREEMENT INTENDED |
Neither the establishment of, nor the awarding of Awards under this Plan shall be construed to
create a contract of employment between you and the Corporation or its subsidiaries; nor does it
give you 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 you 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.
| 9. | WISCONSIN CONTRACT |
This Agreement reflects an Award made in Wisconsin and shall be construed under the laws of
that state without regard to the conflict of laws provision of any jurisdiction.
To accept this grant, agreement and other linked materials please logon with your user name
and password to xxx.xxxxxx.xxx/xxxxxxxxxx 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 Restricted Stock Unit 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 Award will be deemed
refused and may be withdrawn.
| PLEXUS CORP. |
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| By: | /s/ | |||
