Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Dave B. Root, Executive Vice President and President of Molex
Incorporated's ("Molex") Commercial Products Division was planning to retire in
2010, and has now decided to accelerate his retirement as a result of the
consolidation of our Transportation Products Division and Commercial Products
Division as part of our global restructuring plan. As a result of such
consolidation, effective March 31, 2009, David B. Root stepped down as President
of the Commercial Products Division of Molex Incorporated ("Molex"). Mr. Root
will remain employed by Molex until his retirement on December 31, 2009 (the
"Separation Date"), during which time he will remain available for consultation
with Molex. Effective April 1, 2009 James E. Fleischhacker has taken over as
President of the newly consolidated division which will continue to be known as
the Commercial Products Division.
(e) On April 2, 2009, the Compensation Committee of the Board of Directors of
Molex approved a Separation Agreement in connection with Mr. Root's retirement.
Molex and Mr. Root entered into the Separation Agreement on April 6, 2009.
Under the Separation Agreement, Mr. Root will be entitled to receive the
following material pay and benefits: (i) continued base annual salary less
applicable tax withholdings and current benefits until the Separation Date; (ii)
a severance payment in the monthly amount of $19,734.72, less applicable U.S.
tax withholdings during the period of 54 months beginning on the first day of
the month that is at least six months after the Separation Date; (iii)
participation in the Molex Retiree Medical Plan; and (iv) employment benefits
associated with his current expatriate assignment in Singapore, which will
terminate as of June 30, 2009. The Separation Agreement also provides that any
non-vested or unexercised stock options (or any other non-vested equity awards)
will be cancelled effective on the Separation Date.
Molex is not obligated to make payments due under the Separation Agreement
unless Mr. Root complies with the confidentiality, non-solicitation,
non-competition and non-disparagement covenants set forth in the Separation
Agreement following his retirement.
This description is qualified in its entirety by the Separation Agreement
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Separation Agreement between David B. Root and Molex Incorporated dated
April 6, 2009.