This excerpt taken from the MOLX DEF 14A filed Sep 23, 2005.


1.1       Title - The title of the stock award plan described herein is “The 2005 Molex Employee Stock Award Plan” (the “Plan”).

1.2       Issuer - The issuer of the stock that is the subject of the Plan is Molex Incorporated, a Delaware corporation, having its principal place of business at 2222 Wellington Court, Lisle, Illinois 60532 (the “Company”).  The Company’s phone number is (630) 969-4550.

1.3       General Purposes of the Plan - The Company desires to establish the Plan to recognize employees of the Company and its affiliates by rewarding those employees for certain achievements, including, but not limited to, certain service anniversaries, work results, patents, and sales goals. 

1.4       Duration - The Plan shall commence upon stockholder approval, and shall continue thereafter until all reserved shares of Stock (as defined below) have been awarded.

1.5       Eligible Employees - A person shall be eligible to receive a stock award if he or she is an employee of the Company or any of its affiliates.  Officers of the Company, who are also employees, shall be eligible to participate in the Plan only to the extent, and under the same circumstances, as other employees of the Company pursuant to guidelines as may be established by the Committee.

1.6       Securities to be Offered - The shares reserved for award under the Plan shall consist of two hundred fifty thousand (250,000) shares of Molex Incorporated Class A Common Stock, $.05 par value (the “Stock”).  The Stock shall be issued from either authorized but unissued shares or Treasury Stock as the Committee, in its judgment, deems advisable.  Upon the receipt of a stock certificate under the Plan, an employee shall have all the rights normally associated with stock ownership, including the right to vote, if any, and receive dividends, if any.

1.7       Securities Regulation and Restrictions on Resale - The Company shall not be obligated to issue any shares under any award granted hereunder unless and until the award shares are effectively registered or exempt from registration under the Securities Act of 1933 and from any other federal or state law governing the distribution and issuance of such shares or any securities exchange regulation to which the Company might be subject.  In the event the Stock is not effectively registered, but can be issued by virtue of an exemption, the Company may issue shares of Stock to an employee if the employee represents that he is acquiring such shares received under the Plan as an investment and not with the view to, or for sale in connection with, the distribution of any such shares.  Certificates for shares of Stock thus issued may bear an appropriate legend reciting such representation.

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