<PAGE> 1
EXHIBIT 10.17
PLEXUS 2000 10-K
PLEXUS CORP.
EXECUTIVE DEFERRED COMPENSATION PLAN
PLEXUS CORP., a Wisconsin corporation, hereby establishes the Plexus
Corp. Executive Deferred Compensation Plan, to provide deferred compensation
benefits to a select group of management and highly compensated employees of the
Company and its participating affiliates.
SECTION 1
DEFINITIONS
The following words and phrases shall have the following meanings
unless a different meaning is plainly required by the context:
1.1 "Administrator" shall mean the Company, as provided in the
Section 7.1.
1.2 "Beneficiary" shall mean any one or more primary or secondary
beneficiaries designated in writing by the Participant on a form provided by the
Company to receive any benefits which may become payable under this Plan on or
after the Participant's death. The Participant shall have the right to name,
change or revoke his designation of Beneficiary on a form provided by the
Company. The designation on file with the Company at the time of the
Participant's death shall be controlling. Should the Participant fail to make a
valid Beneficiary designation or leave no named Beneficiary surviving, any
benefits due shall be paid to the Participant's spouse, if living; or if not
living, then to the Participant's estate.
1.3 "Board" or "Board of Directors" shall mean the Board of Directors
of the Company, as constituted from time to time.
1.4 "Code" shall mean the Internal Revenue Code of 1986, as amended.
Reference to a specific section of the Code shall include such section, any
valid regulation promulgated thereunder, and any comparable provision of any
future legislation amending, supplementing or superseding such section.
1.5 "Company" shall mean Plexus Corp., a Wisconsin corporation.
1.6 "Compensation" shall mean gross cash compensation, including
wages, bonuses, overtime payments, payments for incentive compensation, and
other special payments, except to the extent that any item of compensation is
specifically excluded by the Company (through its Board of Directors or or
otherwise) or is otherwise expressly excluded in some other written agreement or
plan of the Company or an Employer.
<PAGE> 2
1.7 "Compensation Deferrals" shall mean the amounts credited to
Participants' Accounts under the Plan pursuant to their deferral elections made
in accordance with Section 3.2.
1.8 "Disability" or "Disabled" shall mean the absence of the Employee
from the Employee's duties with the Employer on a full-time basis for 180
consecutive business days as a result of incapacity due to mental or physical
illness or accident which is determined to be of continued and indefinite
duration and to render the Employee unable to continue in the regular duties of
his job. If necessary, such determination shall be made by a physician selected
by the Employee or his legal representatives and acceptable to the Company, with
the Company's agreement as to acceptability not to be withheld unreasonably.
1.9 "Effective Date" shall mean May 1, 2000, the effective date of
the Plan.
1.10 "Employee" shall mean an employee of an Employer who the
Administrator determines is eligible to participate in the Plan. The
Administrator may make such determination by named individual or employment
classification.
1.11 "Employer" shall mean the Company and any affiliate of the
Company which adopts this Plan as to its Employees, with the approval of the
Company.
1.12 "Employer Contributions" shall mean the amounts credited to
Participants' Accounts by the Employer in accordance with Section 4. An Employer
may choose to credit different Employer Contribution amounts to different
Participants in any Plan Year and/or may choose to credit no Employer
Contributions to one or more Participants in any Plan Year.
1.13 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended. Reference to a specific section of ERISA shall include such
section, any valid regulation promulgated thereunder, and any comparable
provision of any future legislation amending, supplementing or superseding such
section.
1.14 "Participant" shall mean an Employee who has become a Participant
in the Plan pursuant to Section 2.1 and has not ceased to be a Participant
pursuant to Section 2.2. Each Participant shall be designated, at the time of
initial participation, as a "Zero Return Participant" or an "Interest
Participant." All Zero Return and Interest Participants shall be identified on
Schedule I attached to the Plan.
1.15 "Participant's Account" or "Account" shall mean, as to any
Participant, the separate account maintained on the books of the Employers in
order to reflect his or her interest under the Plan. The Administrator shall
maintain separate Accounts to reflect a Participant's interest in Employer
Contributions and Compensation Deferrals under the Plan (referred to
respectively as the "Employer Contributions Account" and the "Compensation
Deferral Account").
1.16 "Plan" shall mean the Plexus Corp. Executive Deferred
Compensation Plan, as set forth in this document and as hereafter amended from
time to time.
2
<PAGE> 3
1.17 "Plan Year" shall mean the calendar year, except that the first
Plan Year shall be a short year commencing on the Effective Date and ending on
December 31, 2000.
SECTION 2
PARTICIPATION
2.1 Participation. Prior to the Effective Date or the beginning of
any Plan Year (or upon initial hire), the Administrator shall designate which
employees of the Employer are eligible to participate in the Plan and shall
notify such Employees of their eligibility within a reasonable period of time
prior to the date of their eligibility. Each designated Employee may become a
Participant by electing to defer Compensation to the Plan pursuant to Section 3
and/or by the allocation of Employer Contributions to his Account pursuant to
Section 4.
2.2 Termination of Participation. An Employee who has become a
Participant shall remain a Participant until his or her entire Account balance
is distributed. However, an Employee who has become a Participant may not be an
active Participant making Compensation Deferrals and/or being credited with
Employer Contributions for some or all of a particular Plan Year if the
Administrator has terminated such individual's status as an Employee eligible to
participate in the Plan. The Administrator may terminate an individual's status
as an Employee at any time and for any reason. An employee's status as an
Employee eligible to actively participate in the Plan shall automatically
terminate upon the employee's termination of employment with the Employer and
all affiliates.
SECTION 3
COMPENSATION DEFERRALS
3.1 Compensation Deferrals. At the times and in the manner prescribed
in Section 3.2, each Participant may elect to defer some or all of his
Compensation and to have the amount of such deferrals credited to his Account
under the Plan on the books of the Employer in accordance with such rules as the
Administrator may establish. The Administrator may establish any rules and
policies regarding Compensation Deferrals, including minimum and/or maximum
deferral requirements, as it may determine in its sole discretion.
3.2 Election to Defer Compensation. A Participant may elect, under
the terms and conditions of the Plan, to defer a portion of such Participant's
Compensation for a Plan Year. Such election shall be made by written notice to
the Participant's Employer, in the time and manner specified by the
Administrator and shall be irrevocable for the remainder of the Plan Year,
except as otherwise provided by any rules adopted by the Administrator.
3
<PAGE> 4
An election to defer Compensation shall be made prior to the first day
of each Plan Year, which is before the beginning of the period of service for
which such Compensation is earned. Notwithstanding the foregoing, in the case of
any Employee who first becomes eligible to participate in the Plan upon the
Effective Date, such election to defer Compensation shall be made before the
Effective Date and shall apply to Compensation for services performed after the
Effective Date. Further, in the case of a newly hired employee who is designated
as an Employee eligible to participate in the Plan upon hire, the newly eligible
Participant shall make an election to defer Compensation for services to be
performed subsequent to the election within 30 days after the Employee's date of
hire.
3.3 Crediting of Compensation Deferrals. The amount of a
Participant's Compensation Deferrals made pursuant to this Section 3 shall
reduce the Participant's Compensation during the Plan Year and shall be credited
to the Participant's Compensation Deferral Account as soon as practicable after
the pay period for which the amounts (but for the deferral) would have been paid
to the Participant.
SECTION 4
EMPLOYER CONTRIBUTIONS
4.1 Employer Contributions. The Employer may credit a Participant's
Account under the Plan with a discretionary Employer Contribution in any Plan
Year. The Employer is not required to credit Participant Accounts with an
Employer Contribution in any Plan Year, and the Employer may credit different
Employer Contribution amounts to different Participant Accounts in any Plan
Year. The Employer Contributions credited to each Participant's Account for a
Plan Year shall be set forth on Schedule II attached to the Plan.
4.2 Crediting of Employer Contributions. The Employer Contributions
credited on behalf of a Participant for any Plan Year shall be credited to such
Participant's Employer Contribution Account at such times as determined by the
Administrator.
SECTION 5
PARTICIPANT ACCOUNTS
5.1 Participant Accounts. For each Plan Year, at the direction of the
Administrator, there shall be established and maintained on the books of the
Employer, separate Accounts for each Participant to which shall be credited all
Compensation Deferrals made by the Participant during such Plan Year, all
Employer Contributions on behalf of such Participant for such Plan Year, and any
gains or losses on amounts credited to such Account as described in Section 5.2
below.
5.2 Deemed Gains and Losses on Accounts. The Accounts of each
Participant who is classified by the Administrator as an Interest Participant
shall be credited with gains and losses in
4
<PAGE> 5
accordance with the investment elections made by such Interest Participant among
the deemed investment options made available by the Administrator.
Notwithstanding the foregoing, in no event shall a Participant who is subject to
Section 16 of the Securities Exchange Act of 1934 be allowed to direct the
investment of such Participant's Account into any deemed investment option which
includes Company stock.
The Account of each Participant who is classified by the Administrator
as a Zero Return Participant shall not be credited with any gains and losses and
shall not be increased by any fixed rate of interest.
5.3 Participants Remain Unsecured Creditors. Participant Accounts
shall be utilized solely as a device for the measurement and determination of
the amounts to be paid to Participants under the Plan. Such Accounts shall be
bookkeeping accounts only and no Participant or other person shall have any
proprietary rights in any particular assets held by any Employer, whether or not
held for the purpose of funding the Employer's obligation under this Plan. This
Plan constitutes the mere promise of the Employer to make benefit payments in
the future and the right of any Participant or other person to receive benefits
under this Plan shall be an unsecured claim against the general assets of such
Employer.
5.4 Accounting Methods. Any accounting methods and/or formulae to be
used under the Plan for the purpose of maintaining the Participant Accounts,
including the calculation and crediting of any deemed investment gains or
losses, shall be determined by the Administrator, in its sole discretion. Any
such accounting methods and/or formulae selected by the Administrator may be
revised from time to time.
5.5 Vested Interest in Accounts. A Participant's interest in the
balance credited to his Accounts (including any gains and losses credited to his
Accounts, if such Participant is an Interest Participant) shall at all times
shall be 100% vested and nonforfeitable.
SECTION 6
DISTRIBUTIONS
6.1 Time for Distribution. Except as otherwise provided in this
Section 6, distribution of a Participant's Account shall commence within ninety
days after the end of the Plan Year during which Participant terminates
employment with the Employer and all affiliates for any reason (including
retirement, death, disability, or other termination).
6.2 Form of Payment. Each Participant who is classified by the
Company as an Interest Participant and whose total vested account balance as of
his date of termination is less than $50,000 and each Participant who is
classified by the Company as a Zero Return Participant shall receive payment of
the amount credited to his Account in the form of a single sum cash
distribution, unless the Administrator determines otherwise under Section 6.3.
Each Participant who is classified by the Company as an Interest Participant and
whose total vested Account balance as of his date of
5
<PAGE> 6
termination equals or exceeds $50,000 shall receive payment of the amount
credited to his Account in the form of substantially equal annual installment
payments over a 10 year period. Each installment after the first installment
shall be paid on the anniversary date of the first installment, or a soon as
practicable thereafter, until the entire vested amount credited to the
Participant's Account has been paid.
6.3 Administrator Direction. Notwithstanding Sections 6.1 and 6.2
above, the Administrator reserves the right, in its sole discretion, to modify
the timing and/or form of payment with respect to any Participant's Account
under this Plan at any time and for any reason, even as to future payments under
a form of payment which has already commenced. Further, the Administrator may
establish its own rules regarding the payment of Accounts which may apply to
some or all Accounts hereunder.
6.4 Payments to Incompetents. If any individual to whom a benefit is
payable under the Plan is a minor or legally incompetent, the Administrator
shall determine whether payment shall be made directly to the individual, any
person acting as his or her custodian or legal guardian, his or her legal
representative or a near relative, or directly for his or her support,
maintenance or education. Such payment shall operate as a complete discharge of
the obligations to such individual under the Plan.
SECTION 7
ADMINISTRATION OF THE PLAN
7.1 Plan Administrator. The Company is hereby designated as the
administrator of the Plan, within the meaning of Section 3(16)(A) of ERISA (the
"Administrator"), unless it shall have appointed some other person, persons or
entity to act as Administrator. The Administrator shall have the discretion and
authority to control and manage the operation and administration of the Plan.
7.2 Powers of Administrator. The Administrator shall have all powers
and discretion to administer and interpret the Plan, including the discretion to
decide all factual questions related to the Plan and to control its operation in
accordance with its terms, and including, but not by way of limitation, the
following powers:
(a) To interpret and determine the meaning and validity of the
provisions of the Plan and to determine any question arising under, or
in connection with, the administration, operation or validity of the
Plan or any amendment thereto;
(b) To make all determinations affecting the eligibility of any
individual to become an Employee and/or to remain an Employee eligible
to continue to make deferrals and receive allocations of Employer
Contributions under the Plan;
6
<PAGE> 7
(c) To cause one or more separate Accounts to be maintained for
each Participant;
(d) To cause Compensation Deferrals, Employer Contributions and
any deemed investment gains or losses to be credited to Participants'
Accounts in accordance with Section 5 of the Plan;
(e) To decide all issues and questions regarding Account
balances, and the time, form, manner, and amount of distributions to
Participants.
(f) To determine the status and rights of Participants and their
spouses, Beneficiaries or estates;
(g) To employ such counsel, agents and advisers, and to obtain
such legal, clerical and other services, as it may deem necessary or
appropriate in carrying out the provisions of the Plan;
(h) To establish, from time to time, rules for the performance of
its powers and duties and for the administration of the Plan;
7.3 Administrator Discretion. The Administrator shall have full and
complete discretionary authority to determine eligibility and benefits under the
Plan, to construe the terms of the Plan and to decide any matter presented
through the claims procedure. Any final determination by the Administrator shall
be binding on all parties. If challenged in court, such determination shall not
be subject to de novo review and shall not be overturned unless proven to be
arbitrary and capricious based upon the evidence considered by the Administrator
at the time of such determination.
7.4 Administrative Expenses. All expenses incurred in the
administration of the Plan, including legal fees and expenses, shall be paid and
borne by the Employer.
7.5 Claims Procedure. If a Participant or his Beneficiary (a
"Claimant") is denied all or a portion of a benefit under this Plan, he may file
a written claim for benefits with the Administrator. The Administrator or an
individual appointed to act on behalf of the Administrator shall review the
claim and notify the Claimant of the Administrator's decision within ninety (90)
days of receipt of such claim, unless the Claimant receives written notice prior
to the end of the 90-day period stating that special circumstances require an
extension of the time for decision. The Administrator's decision shall be in
writing, sent by mail to the Claimant's last known address, and if a denial of
the claim, will contain the specific reasons for the denial, reference to
pertinent provisions of this Plan on which the denial is based, a designation of
any additional material necessary to perfect the claim, and an explanation of
the claim review procedure.
A Claimant is entitled to request a review of any denial by the
Administrator, by written request to the Administrator within 60 days of receipt
of the denial. (If the Company is acting as
7
<PAGE> 8
Administrator, such review shall be to the Board or a subcommittee of the
Board.) Absent a request for review within the 60-day period, the claim will be
deemed to be conclusively denied. The Administrator shall afford the Claimant
the opportunity to review all pertinent documents and submit issues and comments
in writing and shall render a review decision in writing, all within sixty (60)
days after receipt of a request for review (provided that, in special
circumstances the Administrator may extend the time for decision by not more
than sixty (60) days upon written notice to the Claimant). The Administrator's
review decision shall contain specific reasons for the decision and reference to
the pertinent provisions of this Plan.
7.6 Indemnification. Except as otherwise provided by law, neither the
Board nor any individual member of the Board, nor the Company or any Employer,
nor any officer, shareholder or employee of any Employer shall be liable for any
error of judgment, action or failure to act hereunder or for any good faith
exercise of discretion, excepting only liability for gross negligence or willful
misconduct. Such individuals and entities shall be indemnified and held harmless
by the Employer against any and all claims, damages, liabilities, costs and
expenses (including attorneys' fees) arising by reason of any good faith error
or omission or commission with respect to any responsibility, duty or action
hereunder. Nothing herein contained shall preclude the Employer from purchasing
insurance to cover potential liability of one or more persons who serve in an
administrative capacity with respect to the Plan.
7.7 Withholding. To the extent required by law, the Employer shall
withhold any taxes required to be withheld by the federal or any state or local
government from payments made hereunder or from other amounts paid to the
Participant by the Employer.
SECTION 8
AMENDMENT AND TERMINATION OF PLAN
8.1 Right to Amend or Terminate. The Company, through its Board of
Directors or authorized officer or employee, reserves the right to alter, amend
or terminate the Plan, or any part thereof, in such manner as it may determine,
at any time and for any reason; provided, however, that no such amendment or
termination shall deprive any Participant or Beneficiary of any amounts accrued
to him under this Plan prior to the date of such amendment or termination.
8.2 Effect of Termination. If this Plan is terminated, an Interest
Participant's Account hereunder as of the date of Plan termination shall
continue to be credited with investment gains and losses as provided under
Section 5, and the Accounts of Participants shall be paid at such time and in
such form as provided for under the terms of the Plan as in effect on the date
of Plan termination (subject to the Company's absolute discretion under Section
6.3 to modify or to accelerate distributions at any time); provided, however,
that no additional deferrals or contributions shall be credited to any
Participant Account after Plan termination. Notwithstanding any other provision
of the Plan to the contrary, the Company shall always have the right to
prospectively amend the investment funds available under Section 5 of the Plan.
8
<PAGE> 9
SECTION 9
GENERAL PROVISIONS
9.1 Inalienability. In no event may either a Participant, or his
Beneficiary, spouse or estate sell, transfer, anticipate, assign, hypothecate,
or otherwise dispose of any right or interest under the Plan; and such rights
and interests shall not at any time be subject to the claims of creditors nor be
liable to attachment, execution or other legal process. Accordingly, for
example, unless otherwise required by applicable law, a Participant's interest
in the Plan is not transferable pursuant to a domestic relations order.
9.2 No Enlargement of Employment Rights. Neither the establishment or
maintenance of the Plan, the making of any deferrals nor any action of Company
or any Employer, shall be held or construed to confer upon any individual any
right to be continued as an employee of the Employer nor, upon dismissal, any
right or interest in any specific assets of the Employer other than as provided
in the Plan. The Employer expressly reserves the right to discharge any employee
at any time.
9.3 Apportionment of Duties. Whenever the Company is permitted or
required under the terms of the Plan to do or perform any act, matter or thing,
it shall be done and performed by any officer or employee of the Company who is
duly authorized by the Board of Directors.
9.4 Impact on Other Plans. No deferrals, contributions, or payments
under this Plan shall be considered as salary or compensation under any other
qualified or nonqualified employee benefit plan of the Employers, except as
otherwise may be provided by such plan.
9.5 Applicable Law. The provisions of the Plan shall be construed,
administered and enforced in accordance with the laws of the State of Wisconsin,
to the extent not preempted by ERISA or other federal law.
9.6 Severability. If any provision of the Plan is held invalid or
unenforceable, its invalidity or unenforceability shall not affect any other
provisions of the Plan, and in lieu of each provision which is held invalid or
unenforceable, there shall be added as part of the Plan a provision that shall
be as similar in terms to such invalid or unenforceable provision as may be
possible and be valid, legal, and enforceable.
9.7 Captions. The captions contained in and the table of contents
prefixed to the Plan are inserted only as a matter of convenience and for
reference and in no way define, limit, enlarge or describe the scope or intent
of the Plan nor in any way shall affect the construction of any provision of the
Plan.
9.8 Number and Gender. The use of the singular shall be interpreted
to include the plural and the plural the singular, as the context shall require.
The use of the masculine, feminine or neuter shall be interpreted to include the
masculine, feminine or neuter, as the context shall require.
9
<PAGE> 10
9.9 Status of Plan Under ERISA and the Code. The Plan is intended to
be an unfunded plan maintained by an Employer primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees for tax purposes and for purposes of Title I of ERISA, and
the Plan is not intended to meet the qualification requirements of Section 401
of the Internal Revenue Code.
IN WITNESS WHEREOF, the Company has caused its duly authorized officers
to execute this Plan document on its behalf as of the 1st day of May, 2000, to
be effective as of the Effective Date.
PLEXUS CORP.
By: /s/
------------------------------------------
Attest: /s/
--------------------------------------
10
<PAGE> 11
SCHEDULE I
CHARACTERIZATION OF PARTICIPANTS
PARTICIPANT CHARACTERIZED AS INTEREST
PARTICIPANT NAME OR ZERO RETURN PARTICIPANT
---------------- --------------------------
Joseph Robert Kronser Zero Return Participant
Joseph D. Kaufman Zero Return Participant
Tony L. Nicholls Zero Return Participant
Dean A. Foate Zero Return Participant
Paul L. Ehlers Zero Return Participant
Michael T. Verstegen Zero Return Participant
David Clark Zero Return Participant
Thomas Sabol Zero Return Participant
11
<PAGE> 12
SCHEDULE II
EMPLOYER CONTRIBUTIONS
<TABLE>
<CAPTION>
Employer Contribution Amount
Participant Name 2000 2001 2002 2003 2004 2005 2006
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
------------------------------ ---------- ---------- ---------- ---------- ---------- ---------- ----------
------------------------------ ---------- ---------- ---------- ---------- ---------- ---------- ----------
------------------------------ ---------- ---------- ---------- ---------- ---------- ---------- ----------
------------------------------ ---------- ---------- ---------- ---------- ---------- ---------- ----------
------------------------------ ---------- ---------- ---------- ---------- ---------- ---------- ----------
------------------------------ ---------- ---------- ---------- ---------- ---------- ---------- ----------
------------------------------ ---------- ---------- ---------- ---------- ---------- ---------- ----------
------------------------------ ---------- ---------- ---------- ---------- ---------- ---------- ----------
------------------------------ ---------- ---------- ---------- ---------- ---------- ---------- ----------
------------------------------ ---------- ---------- ---------- ---------- ---------- ---------- ----------
------------------------------ ---------- ---------- ---------- ---------- ---------- ---------- ----------
------------------------------ ---------- ---------- ---------- ---------- ---------- ---------- ----------
------------------------------ ---------- ---------- ---------- ---------- ---------- ---------- ----------
------------------------------ ---------- ---------- ---------- ---------- ---------- ---------- ----------
------------------------------ ---------- ---------- ---------- ---------- ---------- ---------- ----------
</TABLE>
12
