MOLX » Topics » COMPENSATION OF DIRECTORS

This excerpt taken from the MOLX DEF 14A filed Sep 10, 2009.
COMPENSATION OF DIRECTORS
 
We use a combination of cash and stock-based incentives to attract and retain qualified candidates to serve on the Board. In setting director compensation, we consider the significant amount of time that directors expend to fulfill their duties, the skill level required of the members of the Board and competitive practices among peer companies. Employee directors do not receive additional compensation for their service on the Board.
 
This excerpt taken from the MOLX DEF 14A filed Sep 12, 2008.
COMPENSATION OF DIRECTORS
 
We use a combination of cash and stock-based incentives to attract and retain qualified candidates to serve on the Board. In setting director compensation, we consider the significant amount of time that directors expend to fulfill their duties, the skill-level required of the members of the Board, as well as competitive practices among peer companies. Employee directors do not receive additional compensation for their service on the Board.
 
This excerpt taken from the MOLX DEF 14A filed Sep 10, 2007.

COMPENSATION OF DIRECTORS

We use a combination of cash and stock-based incentives to attract and retain qualified candidates to serve on the Board. In setting director compensation, we consider the significant amount of time that directors expend to fulfill their duties, the skill-level required of the members of the Board, as well as competitive practices among peer companies. Employee directors do not receive additional compensation for their service on the Board.

This excerpt taken from the MOLX DEF 14A filed Sep 13, 2006.

Compensation of Directors

     - Director Fees

Each non-employee director of Molex receives: (i) an annual retainer of $50,000; (ii) $3,000 for each board meeting attended; and (iii) $2,000 for each committee meeting attended. The non-employee director chairs of the committees receive higher meeting fees in view of their increased responsibilities: the chair of each of the Compensation Committee and the Nominating and Corporate Governance Committee is paid $3,000 per committee meeting attended, and the chair of the Audit Committee is paid $4,000 per committee meeting attended. In addition, non-employee directors are reimbursed for all reasonable travel and out-of-pocket expenses associated with attending Board and committee meetings.

     - Stock Options

Each non-employee director receives an annual automatic non-discretionary stock option grant under the 2005 Molex Incentive Stock Option Plan. The options are granted on the date of the annual meeting of stockholders with an exercise price equal to the fair market value of the Class A Common Stock on the grant date. Each option vests ratably over four years commencing on the first anniversary of the grant date and expires five years from the grant date. The number of shares underlying the option is 200 multiplied by the number of years of service or fraction thereof. This multiple increases to 500 if the following two financial conditions are met for the fiscal year ended immediately prior to the grant:

      (1)      

Molex’s net profits (after taxes) are at least 10% of the net sales revenue as reported in the audited financial statements; and

 
(2)

Molex’s net sales revenue increase as compared to the prior year’s net sales revenue as reported in the audited financial statements exceeds 1.5 times the “Worldwide Growth” of the general connector market as determined by at least one outside independent connector consultant.

Notwithstanding the foregoing, the number of shares underlying a stock option grant cannot exceed 3,000 shares or have a fair market value in excess of $100,000.

     - Deferred Compensation Plan

Our non-employee directors are eligible to participate in deferred compensation plans under which they may elect on a yearly basis to defer all or a portion of the following year’s compensation. The two plans are the Molex Deferred Compensation Plan (DCP) and the Molex 2005 Outside Directors’ Deferred Compensation Plan (2005 DCP). The 2005 DCP replaced the DCP.

Under the terms of the DCP, a non-employee director may elect to have the deferred compensation (i) accrue interest during each calendar quarter at a rate equal to the average six month Treasury Bill rate in effect at the beginning of each calendar quarter, or (ii) converted to stock units at the closing price of the Common Stock on the date the compensation would otherwise be paid. Upon termination of service as a director, the accumulated amount will be distributed as elected by a participant. On July 28, 2006, the Board of Directors amended the DCP and the 2005 DCP such that stock units credited to a non-employee director’s account will be distributed in shares of Molex Common Stock rather than cash.

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