EX-10.10 (B) (III) 2 plxsf1610-kexhibit1010biii.htm EXHIBIT 10.10 (B) (III)
Exhibit 10.10 (b) (iii)
PLEXUS CORP.
PERFORMANCE STOCK UNIT AGREEMENT
(TOTAL SHAREHOLDER RETURN)

TO: | «FIRST_NAME» «LAST_NAME»

DATE: | «DATE»

In order to provide additional incentive through stock ownership for certain officers and key employees of Plexus Corp. (the “Corporation”) and its subsidiaries, you (the “Grantee”) are hereby granted a performance stock unit award (“Award”) effective as of ________________, 20___ (the “Grant Date”). This Award is subject to the terms and conditions set forth in this Agreement and in the Plexus Corp. 2016 Omnibus Incentive Plan (the “Plan”), the terms of which are incorporated herein by reference.
1. Target Number of Performance Stock Units.
This Award applies to performance stock units that are based upon shares of the Corporation’s Common Stock (the “Performance Stock Units”). The Performance Stock Units granted under this Agreement are units that will be reflected in a book account maintained by the Corporation until they become earned or have been forfeited. The number of Performance Stock Units at target is as follows:
Number of Performance Stock Units (at target): ______________________
2. Performance Terms.
(a) The terms of this Section 2 will apply to your Performance Stock Units except in so far as Section 3 ("Treatment Upon Termination") or Section 5 ("Change in Control") apply.
(b) The Performance Period for your Performance Stock Units will be the three-year period commencing ________________, 20___ and ending ________________, 20___. Following the conclusion of the Performance Period, the Committee shall certify in writing the number of Performance Stock Units which are payable (your “Final Performance Stock Units”). The Committee will calculate your Final Performance Stock Units by multiplying your Performance Stock Units (at target) by the “Performance Factor.” The Performance Factor means a percentage (from zero to 200%) which is based on the Corporation’s Total Shareholder Return during the Performance Period compared to the companies in the Russell 3000 Index, determined according to Table 1 of this Agreement.
(c) All determinations made by the Committee shall be binding and conclusive on all parties.
3. Treatment Upon Termination. If your employment with the Corporation terminates prior to the end of the Performance Period, your Final Performance Stock Units will be calculated as follows:
(a) Death, Disability. In the event your employment terminates during the Performance Period as a result of your death or Disability, your Final Performance Stock Units will be based upon a prorated number of Performance Stock Units (at target). Your Final Performance Stock Units will be determined by multiplying your Performance Stock Units (at target) by a fraction, the numerator of which is the number of days elapsed between the beginning of the Performance Period and the date of your death or Disability, and the denominator of which is the number of days in the Performance Period.
(b) Retirement. In the event your employment terminates during the Performance Period without Cause on or after age 55 and after you have been employed by the Corporation for at least 5 consecutive years immediately prior to your termination (a "Retirement"), your Final Performance Stock Units will be based upon the Corporation's Total Shareholder Return for the full Performance Period and the Award will be prorated based on your date of Retirement. The Committee will determine your Final Performance Stock Units by multiplying your Performance Stock Units (at target) by the Performance Factor by a fraction, the numerator of which is the number of days elapsed between the beginning of the Performance Period and the date of your Retirement, and the denominator of which is the number of days in the Performance Period.
(c) Termination for Cause. In the event your employment is terminated during the Performance Period for Cause, your Performance Stock Units will be forfeited immediately.

(d) Other Termination (Without Cause or Resignation). In the event your employment terminates during the Performance Period for any other reason, your Performance Stock Units will be forfeited immediately unless otherwise determined by the Committee.
4. Payment of Awards.
Except for payments pursuant to Section 5 ("Change in Control"), your Final Performance Stock Units shall be paid in the form of Common Stock and all payments will be made to you within two and a half months after the end of the Performance Period (or earlier termination of employment pursuant to Section 3).
5. Change in Control. In the event of a Change in Control:
(a) The Performance Factor shall be calculated as if the date of the Change in Control is the last day of the Performance Period. Your Final Performance Share Units will be equal to the number of Performance Stock Units (at target) times the calculated Performance Factor.
(b) Within 15 days following the Change in Control, your Final Performance Stock Units will be paid in the form of Common Stock or common stock of any successor corporation; provided that the Corporation may elect to pay an amount of cash equal to the value of the Common Stock that would otherwise be issued. The value shall be equal to the number of shares of Common Stock that would be issued times the Fair Market Value of the Common Stock at the time of the Change in Control.
6. Rights Prior to Payment.
Prior to any payment of the Award, you will not have any right to vote the Performance Stock Units or to receive credit for cash dividends. You will not be deemed a stockholder of the Corporation with respect to any of the Performance Stock Units. The Performance Stock Units may not be sold, assigned, transferred, pledged, encumbered or otherwise disposed of prior to payment.
7. Tax Withholding.
The Corporation shall have the power and right to deduct or withhold, or require you to remit to the Corporation, an amount sufficient to satisfy Federal, state and local taxes required by law to be withheld with respect to issuance of shares under this Agreement. You may make a written election 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.
8. Transfer Restrictions After Issuance.
Under applicable securities laws, you may not be able to sell any shares for a period of time after issuance, and you must comply with the Corporation’s Insider Trading Restrictions and Policies. The Corporation’s counsel should be consulted on your ability to sell your shares under the 1934 Act.
9. No Employment Agreement Intended.
Neither the establishment of, nor the awarding of Awards under this Plan shall be construed to create a contract of employment between you and the Corporation or its subsidiaries; nor does it give you the right to continue in the employment of the Corporation or its subsidiaries or limit in any way the right of the Corporation or its subsidiaries to discharge you 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.
10. Section 409A Compliance.
This Award is intended to comply with the requirements of Section 409A, and shall be interpreted and administered in accordance with that intent. If any provision of the Plan or this Agreement would otherwise conflict with or frustrate this intent, the Committee may adopt such amendments to the Plan and the Agreement as the Committee deems necessary.

11. Wisconsin Contract.
This Agreement reflects an Award made in Wisconsin and shall be construed under the laws of that state without regard to the conflict of laws provision of any jurisdiction.
To accept this grant, logon to your E*TRADE account (www.etrade.com). By accepting this grant online you acknowledge and accept this grant and the terms and conditions. You also acknowledge receipt of this Performance Stock Unit Agreement, a copy of the 2016 Omnibus Incentive Plan, and a copy of the Insider Trading Restrictions and Policies. If this grant is not accepted online within thirty (30) days from the grant date of this Agreement, this Award will be deemed refused and may be withdrawn.
PLEXUS CORP.
By:/s/_____________________

Table 1
Determination of Performance Factor
The Performance Factor shall be determined according to the following table:

Relative TSR |  | Payout
Percentile Rank* |  | Performance Factor
Below 25 |  | 0%
25 |  | 50%
30 |  | 60%
40 |  | 80%
50 |  | 100%
60 |  | 140%
70 |  | 180%
75 and above |  | 200%

*TSR shall be based on the percentage increase/decrease from the Initial Price to the Final Price, and shall reflect the reinvestment of dividends paid (if any) to Common Shareholders during the Measurement Period. Payouts for performance between the percentages listed above will be interpolated.
For purposes of the foregoing calculation:
1. “Total Shareholder Return” mean the quotient (expressed as a percentage) obtained by dividing (i)(A) the Final Price, plus (B) the aggregate amount of dividends paid in respect of a share of Common Stock during the Measurement Period (assuming reinvestment of the dividends), minus (C) the Initial Price, by (ii) the Initial Price. The calculation of Total Shareholder Return shall be adjusted to reflect stock splits, recapitalizations and similar events.
2. “Initial Price” means the average closing price of Common Stock over the thirty calendar day period ending on the trading day immediately preceding the first day of the Performance Period.
3. “Final Price” means the average closing price of Common Stock over the thirty calendar day period ending on the last day of the Measurement Period.
4. "Measurement Period" means the Performance Period; provided that in the event of a Change in Control, Total Shareholder Return shall be calculated through the date of the Change in Control.
5. The Total Shareholder Return of Plexus and each of the companies in the Russell 3000 Index constituent companies shall be determined as those companies in the Russell 3000 Index at the end of the performance period having a price history from the beginning of the performance period.

PLEXUS CORP.
PERFORMANCE STOCK UNIT AGREEMENT
(ECONOMIC RETURN)

TO: | «FIRST_NAME» «LAST_NAME»

DATE: | «DATE»

In order to provide additional incentive through stock ownership for certain officers and key employees of Plexus Corp. (the “Corporation”) and its subsidiaries, you (the “Grantee”) are hereby granted a performance stock unit award (“Award”) effective as of ________________, 20___ (the “Grant Date”). This Award is subject to the terms and conditions set forth in this Agreement and in the Plexus Corp. 2016 Omnibus Incentive Plan (the “Plan”), the terms of which are incorporated herein by reference.
1. Target Number of Performance Stock Units.
This Award applies to performance stock units that are based upon shares of the Corporation’s Common Stock (the “Performance Stock Units”). The Performance Stock Units granted under this Agreement are units that will be reflected in a book account maintained by the Corporation until they become earned or have been forfeited. The number of Performance Stock Units at target is as follows:
Number of Performance Stock Units (at target): ______________________
2. Performance Terms.
(a) The terms of this Section 2 will apply to your Performance Stock Units except in so far as Section 3 ("Treatment Upon Termination") or Section 5 ("Change in Control") apply.
(b) The Performance Period for your Performance Stock Units will be the three-year period commencing ________________, 20___ and ending ________________, 20___. Following the conclusion of the Performance Period, the Committee shall certify in writing the number of Performance Stock Units which are payable (your “Final Performance Stock Units”). The Committee will calculate your Final Performance Stock Units by multiplying your Performance Stock Units (at target) by the “Performance Factor.” The Performance Factor means a percentage (from zero to 200%) which is based on the Corporation’s Economic Return during the Performance Period, determined according to Table 1 of this Agreement.
(c) All determinations made by the Committee shall be binding and conclusive on all parties.
3. Treatment Upon Termination. If your employment with the Corporation terminates prior to the end of the Performance Period, your Final Performance Stock Units will be calculated as follows:
(a) Death, Disability. In the event your employment terminates during the Performance Period as a result of your death or Disability, your Final Performance Stock Units will be based upon a prorated number of Performance Stock Units (at target). Your Final Performance Stock Units will be determined by multiplying your Performance Stock Units (at target) by a fraction, the numerator of which is the number of days elapsed between the beginning of the Performance Period and the date of your death or Disability, and the denominator of which is the number of days in the Performance Period.
(b) Retirement. In the event your employment terminates during the Performance Period without Cause on or after age 55 and after you have been employed by the Corporation for at least 5 consecutive years immediately prior to your termination (a "Retirement"), your Final Performance Stock Units will be based upon the Corporation's Economic Return for the full Performance Period and the Award will be prorated based on your date of Retirement. The Committee will determine your Final Performance Stock Units by multiplying your Performance Stock Units (at target) by the Performance Factor by a fraction, the numerator of which is the number of days elapsed between the beginning of the Performance Period and the date of your Retirement, and the denominator of which is the number of days in the Performance Period.
(c) Termination for Cause. In the event your employment is terminated during the Performance Period for Cause, your Performance Stock Units will be forfeited immediately.

(d) Other Termination (Without Cause or Resignation). In the event your employment terminates during the Performance Period for any other reason, your Performance Stock Units will be forfeited immediately unless otherwise determined by the Committee.
4. Payment of Awards.
Except for payments pursuant to Section 5 ("Change in Control"), your Final Performance Stock Units shall be paid in the form of Common Stock and all payments will be made to you within two and a half months after the end of the Performance Period (or earlier termination of employment pursuant to Section 3).
5. Change in Control. In the event of a Change in Control:
(a) The Performance Factor shall be calculated as of the date of the Change in Control. The Performance Factor shall be calculated using achieved performance for any completed fiscal year in the three year measurement period prior to the Change in Control and the Target level of performance for the fiscal year of the Change in Control and any future fiscal year(s). Your Final Performance Share Units will be equal to the number of Performance Stock Units (at target) times the calculated Performance Factor.
(b) Within 15 days following the Change in Control, your Final Performance Stock Units will be paid in the form of Common Stock or common stock of any successor corporation; provided that the Corporation may elect to pay an amount of cash equal to the value of the Common Stock that would otherwise be issued. The value shall be equal to the number of shares of Common Stock that would be issued times the Fair Market Value of the Common Stock at the time of the Change in Control.
6. Rights Prior to Payment.
Prior to any payment of the Award, you will not have any right to vote the Performance Stock Units or to receive credit for cash dividends. You will not be deemed a stockholder of the Corporation with respect to any of the Performance Stock Units. The Performance Stock Units may not be sold, assigned, transferred, pledged, encumbered or otherwise disposed of prior to payment.
7. Tax Withholding.
The Corporation shall have the power and right to deduct or withhold, or require you to remit to the Corporation, an amount sufficient to satisfy Federal, state and local taxes required by law to be withheld with respect to issuance of shares under this Agreement. You may make a written election 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.
8. Transfer Restrictions After Issuance.
Under applicable securities laws, you may not be able to sell any shares for a period of time after issuance, and you must comply with the Corporation’s Insider Trading Restrictions and Policies. The Corporation’s counsel should be consulted on your ability to sell your shares under the 1934 Act.
9. No Employment Agreement Intended.
Neither the establishment of, nor the awarding of Awards under this Plan shall be construed to create a contract of employment between you and the Corporation or its subsidiaries; nor does it give you the right to continue in the employment of the Corporation or its subsidiaries or limit in any way the right of the Corporation or its subsidiaries to discharge you 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.
10. Section 409A Compliance.
This Award is intended to comply with the requirements of Section 409A, and shall be interpreted and administered in accordance with that intent. If any provision of the Plan or this Agreement would otherwise conflict with or frustrate this intent, the Committee may adopt such amendments to the Plan and the Agreement as the Committee deems necessary.

11. Wisconsin Contract.
This Agreement reflects an Award made in Wisconsin and shall be construed under the laws of that state without regard to the conflict of laws provision of any jurisdiction.
To accept this grant, logon to your E*TRADE account (www.etrade.com). By accepting this grant online you acknowledge and accept this grant and the terms and conditions. You also acknowledge receipt of this Performance Stock Unit Agreement, a copy of the 2016 Omnibus Incentive Plan, and a copy of the Insider Trading Restrictions and Policies. If this grant is not accepted online within thirty (30) days from the grant date of this Agreement, this Award will be deemed refused and may be withdrawn.
PLEXUS CORP.
By: /s/_____________________

Table 1
Determination of Performance Factor
The Performance Factor shall be determined according to the following table:

Economic Return*
Measurement Period Average |  | Payout Performance Factor
0.0% |  | 0%
0.5% |  | 20%
1.0% |  | 40%
1.5% |  | 60%
2.0% |  | 80%
2.5% |  | 100%
3.0% |  | 120%
3.5% |  | 140%
4.0% |  | 160%
4.5% |  | 180%
5.0% |  | 200%

* The Economic Return of Plexus shall be measured, on an absolute basis, from 0 – 500 basis points above the weighted average cost of capital ("WACC") as approved in the annual operating plan of the Corporation for each year of the Measurement Period. The average Economic Return over the Measurement Period will determine the Economic Return for calculation of the number of shares delivered, with payout ranging from 0% - 200% of the targeted shares on a linear scale with payout results interpolated for performance between the percentages listed above.
For purposes of the foregoing calculation, the "Measurement Period" means the three-year Performance Period with performance measured based on a three-point fiscal year average Economic Return.