PLEXUS CORP. NON-QUALIFIED STOCK OPTION AGREEMENT
Exhibit 10.5(a)
| TO: | «FIRST NAME» «LAST NAME» |
| DATE | «DATE:» |
In order to provide additional incentive through stock ownership for certain directors,
officers and key employees of Plexus Corp. (the “Corporation”) and its subsidiaries,
you (the
“Grantee”) are hereby granted a Non-Qualified Stock Option (“Option”)
effective as of « M 2008 Options» (the “Grant
Date”), to purchase « M 2008 Options» shares of
the Corporation’s Common Stock at a price per share of « M 2008 Options».
This Option 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.
[One of the following alternatives shall be designated. If no alternative is designated,
Alternative 1 shall apply]:
| o | Alternative 1: This Option shall become exercisable in accordance with the schedule set forth below: |
| Years After Grant Date |
Percentage of Grant Which May Be Exercised |
|
| Less than 1 | 0% | |
| 1 but less than 2 | Fifty percent (50%) | |
| 2 or more | One hundred percent (100%) |
| o | Alternative 2: This Option shall become exercisable in accordance with the schedule set forth below: |
| Years After Grant Date |
Percentage of Grant Which May Be Exercised |
|
| Less than 1 | Fifty percent 50% | |
| 1 or more | One hundred percent (100%) |
| o | Alternative 3: This Option shall become exercisable in accordance with the schedule
established by the Committee at the time of grant and set forth below:
|
This Option will lapse after ten (10) years from the Grant Date and thus may not be exercised
thereafter. No part of this Option is transferable or assignable, in whole or in part, unless
otherwise provided for in the Plan.
You may exercise this Option 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 stock
options 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.
If you received this Option because of your employment with the Corporation, this Option 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 Option granted hereunder to the
extent such Option was exercisable on the date of the termination of your employment, and (ii)
during the three-year period following the date of termination of employment due to death,
permanent disability or retirement in accordance with normal Corporation retirement practices, as
determined by the Committee in its sole discretion, you or your representative shall be entitled to
exercise the Option granted hereunder to the extent such Option was exercisable on the date of the
termination of your employment due to death, permanent disability or retirement (to the extent not
previously exercised). Such ninety-day or three-year period shall not, however, extend the term of
any Option beyond the date such Option would otherwise have lapsed.
If you received this Option because of your service on the Board, this Option shall terminate
on the date you cease to be a director, except that you shall be entitled to exercise the Option
granted hereunder to the extent such Option was exercisable on the date of your termination of
service until the earlier of (a) ten (10) years from the Grant Date, or (b) one (1) year from the
date you cease to be a director.
Prior to the exercise of an Option you should consult your tax advisor regarding the tax
consequences thereof. No shares shall be issued upon exercise of an Option until withholding
taxes, if any and if applicable, and any other withholding obligation, if any and if applicable,
have been satisfied (as applicable). 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
Option, 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 Option 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 Option already granted hereunder.
Neither the establishment of, nor the awarding of Options under this Plan shall be construed
to create a contract of employment or service between any Grantee and the Corporation or its
subsidiaries; nor does it give any Grantee the right to continue in the employment or service 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 Option 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 Option will be deemed refused
and may be withdrawn.
| PLEXUS CORP. |
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| By: | /s/ | |||
