UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
on February 16, 2011

To the Shareholders of Plexus Corp.:

          Plexus Corp. will hold its annual meeting of shareholders at The Pfister Hotel, located at 424 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, on Wednesday, February 16, 2011, at 8:00 a.m. Central Time, for the following purposes:

	(1)		To elect nine directors to serve until the next annual meeting and until their successors have been duly elected.
	(2)		To ratify the selection of PricewaterhouseCoopers LLP as Plexus’ independent auditors.
	(3)		To amend and restate the Plexus Corp. 2008 Long-Term Incentive Plan.
	(4)		To hold an advisory vote on the compensation of the Company’s named executive officers, as disclosed in “Compensation Discussion and Analysis” and “Executive Compensation” herein.
	(5)		To hold an advisory vote on the future frequency of advisory votes on executive compensation.
	(6)		To transact such other business as may properly come before the meeting or any adjournment thereof.

          Plexus Corp.’s shareholders of record at the close of business on December 9, 2010, will be entitled to vote at the meeting or any adjournment of the meeting. On or about December 17, 2010, we expect to mail shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report, as well as vote, online.

          We call your attention to the proxy statement accompanying this notice for a more complete statement about the matters to be acted upon at the meeting.

Neenah, Wisconsin
December 14, 2010

You may vote in person or by using a proxy as follows:

•		By internet:		Go to www.proxyvote.com. Please have the notice we sent to you in hand because it has your personal 12 digit control number(s) needed for your vote.
•		By telephone:		Call 1-800-690-6903 on a touch-tone telephone. Please have the notice we sent to you in hand because it has your personal 12 digit control number(s) needed for your vote.
•		By mail:		Please request written materials as provided on page 1 of the proxy statement. Complete, sign, and date the proxy card and return it to the address indicated on the proxy card.

If you later find that you will be present at the meeting or for any other reason desire to revoke your proxy, you may do so at any time before it is voted.

One Plexus Way
P.O. Box 156
Neenah, Wisconsin 54957-0156

PROXY STATEMENT

TABLE OF CONTENTS

COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			6
ELECTION OF DIRECTORS			8
CORPORATE GOVERNANCE			12
Board of Directors Meetings			12
Director Independence			12
Board Leadership Structure			13
Board’s Role in Risk Oversight			13
Board Committees			13
Communications with the Board			17
Code of Ethics, Committee Charters and Other Corporate Governance Documents			17
Directors’ Compensation			18
Stock Ownership Guidelines			21
Section 16(a) Beneficial Ownership Reporting Compliance			21
COMPENSATION DISCUSSION AND ANALYSIS			22
Executive Compensation Philosophy, Goals and Process			22
Overview of Executive Compensation and Benefits			22
Elements and Analysis of Direct Compensation			24
Elements and Analysis of Other Compensation			32
Tax Aspects of Executive Compensation			34
COMPENSATION COMMITTEE REPORT			35
EXECUTIVE COMPENSATION			36
Summary Compensation Table			36
Grants of Plan-Based Awards			38
Outstanding Equity Awards at Fiscal Year-End			41
Option Exercises and Stock Vested			44
Nonqualified Deferred Compensation			44
Employment Agreements and Potential Payments Upon Termination or Change in Control			45
COMPENSATION AND RISK			49
APPROVAL OF THE AMENDMENT TO, AND RESTATEMENT OF, THE 2008 LONG-TERM INCENTIVE PLAN			49
ADVISORY VOTE ON EXECUTIVE COMPENSATION			55
FUTURE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION			56
CERTAIN TRANSACTIONS			56
REPORT OF THE AUDIT COMMITTEE			56
AUDITORS			57
Fees and Services			57
APPENDIX A: 2008 PLEXUS CORP. LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED			A-1

ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 16, 2011

COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Q: WHEN IS THIS PROXY MATERIAL FIRST AVAILABLE TO SHAREHOLDERS?

A: On or about December 17, 2010, Plexus Corp. (“Plexus”, “we” or the “Company”) expects to mail shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy material over the internet.

Q: WHY DID I RECEIVE A NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A PRINTED COPY OF THE PROXY MATERIALS?

A: Pursuant to the rules adopted by the Securities and Exchange Commission, we are permitted to provide access to our proxy material over the internet instead of mailing a printed copy of the proxy material to each shareholder. As a result, on or about December 17, 2010, we expect to mail shareholders a Notice of Internet Availability of Proxy Materials containing instructions regarding how to access our proxy material, including our proxy statement and annual report, and vote via the internet. You will not receive a printed copy of the proxy material unless you request one by following the instructions included in the Notice of Internet Availability of Proxy Materials or provided below.

Important Notice Regarding the Availability of Proxy Materials for
the Shareholder Meeting to Be Held on February 16, 2011

The proxy statement and annual report are available at www.proxyvote.com.

At www.proxyvote.com, shareholders can view the proxy material, cast their vote and request to receive paper copies of the proxy material by mail.

Q: HOW CAN SHAREHOLDERS REQUEST PAPER COPIES OF THE PROXY MATERIAL?

A: Shareholders may request that paper copies of the proxy material, including an annual report, proxy statement and proxy card, be sent to them without charge as follows:

•		By internet:		www.proxyvote.com
•		By email:		Send a blank email with your 12 digit control number(s) in the subject line to sendmaterial@proxyvote.com
•		By telephone:		1-800-579-1639

When you make your request, please have your 12 digit control number(s) available; that control number was included in the notice that was mailed to you. To assure timely delivery of the proxy material before the annual meeting, please make your request no later than February 2, 2011.

Q: WHAT AM I VOTING ON?

A: At the annual meeting you will be voting on five proposals:

1.

The election of nine directors to the board of directors to serve until Plexus’ next annual meeting and until their successors have been duly elected. This year’s nominees are:

	•		Ralf R. Böer
	•		Stephen P. Cortinovis
	•		David J. Drury
	•		Dean A. Foate
	•		Peter Kelly
	•		Phil R. Martens
	•		John L. Nussbaum
	•		Michael V. Schrock
	•		Mary A. Winston

	2.		A proposal to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as Plexus’ independent auditor for 2011.
	3.		A proposal to amend and restate the Company’s 2008 Long-Term Incentive Plan (the “2008 Long-Term Plan”).
	4.		An advisory proposal to approve the compensation of the Company’s named executive officers, as disclosed in “Compensation Discussion and Analysis” and “Executive Compensation” herein.
	5.		An advisory proposal to approve the future frequency of advisory votes on executive compensation.

Q: WHAT ARE THE BOARD’S VOTING RECOMMENDATIONS?

A: The board of directors is soliciting this proxy and recommends the following votes:

	•		FOR each of the nominees for election to the board of directors;
	•		FOR the ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as Plexus’ independent auditors for 2011;
	•		FOR approval of the amendment to, and restatement of, the 2008 Long-Term Plan;
	•		FOR approval of the compensation of the Company’s named executive officers; and
	•		For the holding of future advisory votes on executive compensation EVERY THREE YEARS.

Q: WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?

A: To conduct the annual meeting, more than 50% of the Plexus’ outstanding shares entitled to vote must be present in person or by duly authorized proxy. This is referred to as a “quorum.” Abstentions and shares which are the subject of broker non-votes will be counted for the purpose of determining whether a quorum exists; shares represented at a meeting for any purpose are counted in the quorum for all matters to be considered at the meeting.

Assuming a quorum is present, directors are elected by a plurality of the votes cast in person or by proxy by the holders of Plexus common stock entitled to vote at the election at the meeting. “Plurality” means that the individuals who receive the highest number of votes are elected as directors, up to the number of directors to be chosen at the meeting. Any votes attempted to be cast “against” a candidate are not given legal effect and are not counted as votes cast in the election of directors. Therefore, any shares which are not voted, whether by withheld authority, broker non-vote or otherwise, have no effect in the election of directors except to the extent that the failure to vote for any individual results in another individual receiving a relatively larger number of votes.

Ratification of PricewaterhouseCoopers LLP as Plexus’ independent auditors and approval of the amendment to the 2008 Long-Term Plan will be determined by a majority of the shares voting on those matters, assuming a quorum is present. The plurality of votes cast will be used to determine the results of the advisory votes to approve the compensation of the Company’s named executive officers and on the future frequency of such votes. Therefore, abstentions and broker non-votes will not affect these votes, except insofar as they reduce the number of shares which are voted.

Q: WHAT IF I DO NOT VOTE?

A: The effect of not voting will depend on how your share ownership is registered.

If you own shares as a registered holder and you do not vote, the shares that you do not vote will not be represented at the meeting and will not count toward the quorum requirement. If a quorum is obtained, then the shares that you have not voted will not affect whether a proposal is approved or rejected.

If you are a shareholder whose shares are not registered in your name and you do not vote, then your bank, broker or other holder of record may still represent your shares at the meeting for purposes of obtaining a quorum. In the absence of your voting instructions, your bank, broker or other holder of record may or may not vote your shares in its discretion depending on the proposal before the meeting. As a result of new rules applicable to director elections after January 1, 2010, your broker may no longer vote your shares in its discretion in the election of directors; therefore, you must vote your shares if you want them to be counted in the election of directors. In addition, your broker is also not permitted to vote your shares in its discretion regarding matters related to executive compensation, including advisory votes on executive compensation and the future frequency of such advisory votes. However, your broker may vote your shares in its discretion on routine matters such as the ratification of the Plexus’ independent auditors.

Q: WHO MAY VOTE?

A: You may vote at the annual meeting if you were a shareholder of record of Plexus common stock as of the close of business on December 9, 2010, which is the “Record Date.” As of the Record Date, Plexus had 40,500,771 shares of common stock outstanding. Each outstanding share of common stock is entitled to one vote on each matter presented. Any shareholder entitled to vote may vote either in person or by duly authorized proxy.

Q: HOW DO I VOTE?

A: We offer four methods for you to vote your shares at the annual meeting—in person; via the internet; by telephone; or by mail. You may vote in person at the annual meeting or authorize the persons named as proxies on the proxy card, John L. Nussbaum, Dean A. Foate and Angelo M. Ninivaggi, to vote your shares. We recommend that you vote as soon as possible, even if you are planning to attend the annual meeting, so that the vote count will not be delayed.

While we offer four methods, we encourage you to vote via the internet, as it is the most cost-effective method available. There is no charge to vote your shares via the internet, though you may incur costs associated with electronic access, such as usage charges from internet access providers. If you choose to vote your shares via the internet, there is no need for you to request or mail back a proxy card.

		•   By internet:		Go to www.proxyvote.com. Please have the notice we sent to you in hand because it has your personal 12 digit control number(s) needed for your vote.
		•   By telephone:		On a touch-tone telephone, call 1-800-690-6903. Please have the notice we sent to you in hand because it has your personal 12 digit control number(s) needed for your vote.
		•   By mail:		Please request written materials as provided on page 1 of the proxy statement. Complete, sign, and date the proxy card and return it to the address indicated on the proxy card.

If your shares are not registered in your name, then you vote by giving instructions to the firm that holds your shares

rather than using any of these methods. Please check the voting form of the firm that holds your shares to see if it offers internet or telephone voting procedures.

Q: WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE REQUEST TO VOTE?

A: It means your shares are held in more than one account. You should vote the shares on all of your proxy requests. You may help us reduce costs by consolidating your accounts so that you receive only one set of proxy materials in the future. To consolidate your accounts, please contact our transfer agent, American Stock Transfer & Trust Company, LLC, toll-free at 1-800-937-5449.

Q: WHAT IF I OWN SHARES AS PART OF PLEXUS’ 401(k) SAVINGS PLAN AND/OR EMPLOYEE STOCK PURCHASE PLANS?

A: Shareholders who own shares as part of Plexus’ 401(k) Savings Plan (the “401(k) Plan”) and/or the Plexus 2000 and 2005 Employee Stock Purchase Plans (the “Purchase Plans”) will receive a separate means for proxy voting their shares held in each account. Shares held by the 401(k) Plan for which participant designations are received will be voted in accordance with those designations; those shares for which designations are not received will be voted proportionally, based on the votes for which voting directions have been received from participants. Shares held in accounts under the Purchase Plans will be voted in accordance with management recommendations except for shares for which contrary designations from participants are received.

Q: WHO WILL COUNT THE VOTE?

A: Broadridge Financial Solutions, Inc. will use an automated system to tabulate the votes. Its representatives will also serve as the election inspectors.

Q: WHO CAN ATTEND THE ANNUAL MEETING?

A: All shareholders of record as of the close of business on December 9, 2010, can attend the meeting. However, seating is limited and will be on a first arrival basis.

To attend the annual meeting, please follow these instructions:

	•		Bring proof of ownership of Plexus common stock and a form of identification; or
	•		If a broker or other nominee holds your shares, bring proof of ownership of Plexus common stock through such broker or nominee and a form of identification.

Q: CAN I CHANGE MY VOTE AFTER I RETURN OR SUBMIT MY PROXY?

A: Yes. Even after you have submitted your proxy, proxies may be revoked at any time prior to the voting thereof either by written notice filed with the secretary or acting secretary of the meeting or by oral notice to the presiding officer during the meeting. Presence at the annual meeting of a shareholder who has appointed a proxy does not in itself revoke a proxy.

Q: MAY I VOTE AT THE ANNUAL MEETING?

A: If you complete a proxy card or vote via the internet, you may still vote in person at the annual meeting. To vote at the meeting, please either give written notice that you would like to revoke your original proxy to the secretary or acting secretary of the meeting or oral notice to the presiding officer during the meeting.

If a broker, bank or other nominee holds your shares and you wish to vote in person at the annual meeting you must obtain a proxy issued in your name from the broker, bank or other nominee; otherwise you will not be permitted to vote in person at the annual meeting.

Q: WHO IS MAKING THIS SOLICITATION?

A: This solicitation is being made on behalf of Plexus by its board of directors. Plexus will pay the expenses in connection with the solicitation of proxies. Upon request, Plexus will reimburse brokers, dealers, banks and voting trustees, or their nominees, for reasonable expenses incurred in forwarding copies of the proxy material and annual report to the beneficial owners of shares which such persons hold of record. Plexus will solicit proxies by mailing a Notice of Internet Availability of Proxy Materials to all shareholders; paper copies of the proxy material will be sent upon request as provided above as well as in the Notice of Internet Availability of Proxy Materials. Proxies may be solicited in person, or by telephone, e-mail or fax, by officers and regular employees of Plexus who will not be separately compensated for those services.

Q: WHEN ARE SHAREHOLDER PROPOSALS AND SHAREHOLDER NOMINATIONS DUE FOR THE 2012 ANNUAL MEETING?

A: The Secretary must receive a shareholder proposal no later than August 19, 2011, in order for the proposal to be considered for inclusion in our proxy materials for the 2012 annual meeting. The 2012 annual meeting of shareholders is tentatively scheduled for February 15, 2012. To otherwise bring a proposal or nomination before the 2012 annual meeting, you must comply with our bylaws. Currently, our bylaws require written notice to the Secretary between October 8, 2011, and November 2, 2011. The purpose of this requirement is to assure adequate notice of, and information regarding, any such matter as to which shareholder action may be sought. If we receive your notice after November 2, 2011, then your proposal or nomination will be untimely. In addition, your proposal or nomination must comply with the procedural provisions of our bylaws. If you do not comply with these procedural provisions, your proposal or nomination can be excluded. Should the board nevertheless choose to present your proposal, the named Proxies will be able to vote on the proposal using their best judgment.

Q: WHAT IS THE ADDRESS OF THE SECRETARY?

A: The address of the Secretary is:

Plexus Corp. Attn: Angelo M. Ninivaggi One Plexus Way P.O. Box 156 Neenah, Wisconsin 54957-0156

Q: WILL THERE BE OTHER MATTERS TO VOTE ON AT THIS ANNUAL MEETING?

A: We are not aware of any other matters that you will be asked to vote on at the annual meeting. Other matters may be voted on if they are properly brought before the annual meeting in accordance with our bylaws. If other matters are properly brought before the annual meeting, then the named proxies will vote the proxies they hold in their discretion on such matters.

For matters to be properly brought before the meeting, our bylaws require that we receive written notice, together with specified information, not less than 45 days nor more than 70 days before the first anniversary of the date in which proxy materials for the previous year’s annual meeting were first made available to shareholders. We did not receive notice of any matters by the deadline for the 2011 annual meeting, which was November 3, 2010.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

          The following table presents certain information as of December 9, 2010, regarding the beneficial ownership of the Plexus common stock held by each director or nominee for director, each executive officer appearing in the “Summary Compensation Table” included in “Executive Compensation,” all directors and executive officers as a group, and each known 5%-or-greater shareholder of Plexus.

		Shares				Percentage
		Beneficially				of Shares
Name		Owned (1)				Outstanding
Ralf R. Böer			55,500					*
Stephen P. Cortinovis			64,000					*
David J. Drury			67,000					*
Dean A. Foate			743,034				1.8	%
Peter Kelly			56,100					*
Phil R. Martens			—					*
John L. Nussbaum			163,998					*
Michael V. Schrock			43,000					*
Charles M. Strother, MD			67,000					*
Mary A. Winston			18,000					*
Ginger M. Jones			55,076					*
Michael D. Buseman			47,660					*
Todd P. Kelsey			64,273					*
Yong Jin Lim			59,420					*
All executive officers and directors as a group (18 persons)			1,706,981				4.1	%
Lord, Abbett & Co. LLC (2)			3,656,202				9.0	%
Vanguard Group, Inc. (3)			2,514,193				6.2	%
Disciplined Growth Investors, Inc. (4)			2,456,955				6.1	%
Columbia Wanger Asset Management, LLC (5)			2,389,807				5.9	%

ELECTION OF DIRECTORS

          Plexus believes that it needs to attract and retain talented, focused, and motivated leadership to develop the long-term strategy and deliver the economic profit that our shareholders expect. For Plexus, the concept of leadership is not limited to the leadership within the Company; leadership also includes the individuals who serve on Plexus’ board.

          In accordance with Plexus’ bylaws, the board of directors has determined that there shall be nine directors elected at the annual meeting of shareholders to serve until their successors are duly elected and qualified. The persons who are nominated as directors, and for whom proxies will be voted unless a shareholder specifies otherwise, are named below. If any of the nominees should decline or be unable to act as a director, which is not foreseen, the proxies will be voted with discretionary authority for a substitute nominee designated by the board of directors. Plexus’ bylaws authorize up to ten directors, as determined by the board. The Plexus board may expand the board up to the number of directors authorized in Plexus’ bylaws and elect directors to fill empty seats, including those created by an expansion, between shareholders’ meetings.

          Charles M. Strother, MD, a director since 2002, is not standing for re-election at the annual meeting pursuant to the Company’s bylaws, which generally prohibit individuals 70 years of age or older from being eligible for election or re-election to the board. The board of directors would like to thank Dr. Strother for his many important contributions and years of dedicated service as a member of Plexus’ board.

		Principal Occupation,
Name and Age		Business Experience and Education (1)
Ralf R. Böer, 62 Director since 2004		Mr. Böer is a Partner, Chairman and Chief Executive Officer of Foley & Lardner LLP, a national law firm; his practice includes international and domestic acquisitions, international business transactions and licensing and technology transfers. He is also a director of Fiskars Corporation, a global consumer products company. Mr. Böer obtained his B.A. from the University of Wisconsin-Milwaukee and his J.D. from the University of Wisconsin Law School.
Stephen P. Cortinovis, 60 Director since 2003		Mr. Cortinovis is a private equity investor in Lasco Foods Company. He was previously a Partner of Bridley Capital Partners Limited, a private equity group, and prior thereto served as President—Europe of Emerson Electric Co., a diversified global technology company. He is also a director of Insituform Technologies, Inc., a company specializing in trenchless technology for underground pipes, as well as the chair of its Corporate Governance and Nominating Committee. Mr. Cortinovis obtained both his B.A. and J.D. from St. Louis University.
David J. Drury, 62 Director since 1998		Mr. Drury is President and Chief Executive Officer of Poblocki Sign Company LLC, an exterior and interior sign systems company. He is also a director of Journal Communications, Inc., a media holding company, as well as its lead director and the chair of its Nominating and Corporate Governance Committee and its Executive Committee. In addition, Mr. Drury is a trustee of The Northwestern Mutual Life Insurance Company, an insurance and financial products company. Mr. Drury earned his B.B.A. from the University of Wisconsin-Whitewater and is a Certified Public Accountant who practiced as such for 18 years.
Dean A. Foate, 52 Director since 2000		Mr. Foate has served as President and Chief Executive Officer of Plexus since 2002. He was Chief Operating Officer and Executive Vice President of Plexus until 2002 and President of Plexus Technology Group, Inc., Plexus’ engineering services business, prior thereto. Mr. Foate is also a director of Regal Beloit Corporation, an electrical motors and mechanical products company, as well as the chair of its Compensation and Human Resources Committee. Mr. Foate earned his B.S. from the University of Wisconsin-Madison and his Master of Science in Engineering Management from the Milwaukee School of Engineering.

		Principal Occupation,
Name and Age		Business Experience and Education (1)
Peter Kelly, 53 Director since 2005		Mr. Kelly has served as Vice President and Chief Financial Officer of UGI Corp., a distributor and marketer of energy products and services, since 2007. He was Chief Financial Officer and Executive Vice President of Agere Systems, a semi-conductor company, from 2005 to 2007, and Executive Vice President of Agere’s Global Operations Group prior thereto. Mr. Kelly earned a B.S. from the University of Manchester (U.K.) Institute of Science and Technology and is a fellow of the Chartered Institute of Management Accountants. (2)
Phil R. Martens, 50 Director since 2010		Mr. Martens has served as President, Principal Executive Officer and Chief Operating Officer of Novelis Inc., an aluminum rolled products producer, since 2009. He was Senior Vice President and President, Light Vehicle Systems for ArvinMeritor, Inc., a supplier of integrated systems, modules and components, from 2006 to 2009, and previously served as President and Chief Operating Officer of Plastech Engineered Products, Inc., an automotive component supplier until 2006. Prior thereto, he held various engineering and leadership positions at Ford Motor Company. Mr. Martens obtained a B.S. from Virginia Polytechnic Institute and State University and an M.B.A. from the University of Michigan. In addition, he was awarded an honorary Doctorate in Engineering from Lawrence Technical Institution for his extensive contributions to the global automotive industry. (3)
John L. Nussbaum, 68 Director since 1980		Mr. Nussbaum has served as Chairman of Plexus since 2002. He is a co-founder of Plexus, was its Chief Executive Officer until 2002, and served as Plexus’ President and Chief Operating Officer prior thereto. Mr. Nussbaum earned a B.A. from St. John’s University (Minnesota).
Michael V. Schrock, 57 Director since 2006		Mr. Schrock has served as President and Chief Operating Officer of Pentair, Inc., a diversified manufacturer, since 2006. He previously was President and Chief Operating Officer of Pentair’s Technical Products and Filtration Divisions. Prior to joining Pentair, Mr. Schrock held various senior management positions with Honeywell International Inc., a diversified technology and manufacturing company, covering North America as well as the European, Africa and Middle East regions. Mr. Schrock earned a B.S. from Bradley University and an M.B.A. from Northwestern University, Kellogg School of Management.
Mary A. Winston, 49 Director since 2008		Ms. Winston has served as Senior Vice President and Chief Financial Officer of Giant Eagle, Inc., a food retailer and food distributor, since 2008. She was President and Founder of WinsCo Financial, LLC, a financial solutions consulting firm, from 2007 to 2008. Ms. Winston served as Executive Vice President and Chief Financial Officer of Scholastic Corporation, a children’s publishing and media company, from 2004 to 2007. Prior thereto, she was a Vice President of Visteon Corporation, an automotive parts supplier, until 2004, and a Vice President of Pfizer Inc., a global biopharmaceutical company, until 2002. She is also a director of Dover Corporation, a diversified manufacturing company, and the chair of its Audit Committee. Ms. Winston obtained a B.B.A. from the University of Wisconsin-Milwaukee, an M.B.A. from Northwestern University, Kellogg School of Management and is a Certified Public Accountant.

          The Company believes it is important for its board to be comprised of individuals with diverse backgrounds, skills and experiences. All board members are expected to meet Plexus’ board member selection criteria, which are listed below:

	•		Impeccable honesty and integrity.
	•		A high level of knowledge gained through formal education and/or specific practical experience.
	•		Broad based business acumen, including a general understanding of operations management, marketing, finance, human resources management, corporate governance and other elements relevant to the success of a large publicly-traded company.
	•		An understanding of the Company’s business on a technical level.
	•		Global thinking and focus as well as a general understanding of the world economy.
	•		Strategic thinking and an ability to envision future opportunities and risks.
	•		A willingness to engage in thoughtful debate and challenging discussions in a respectful manner.
	•		A network of important contacts that can bring knowledge and assistance to Plexus.
	•		A commitment to spend requisite time on board responsibilities.

          In addition to the board member selection criteria identified above, the board and the Nominating and Corporate Governance Committee review the board’s composition annually to ensure that an appropriate diversity of backgrounds, skills and experiences is represented. Important skills and experiences currently identified are as follows:

	•		Significant experience as a chief executive officer and/or chief operating officer of a publicly-traded company, or of a major division of a publicly-traded company.
	•		Financial and accounting skills as well as experience in a public company, preferably with experience as a controller and/or chief financial officer; any such person is expected to fulfill the Securities and Exchange Commission’s requirements for an “audit committee financial expert.”
	•		International experience with an understanding of conducting business on a global scale.
	•		In-depth knowledge and significant practical experience in sales and marketing at an electronic manufacturing services (“EMS”) company or at another company in a related industry.
	•		A manufacturing management background, ideally an engineer, from a large, well respected manufacturing-based company, preferably one that relies on supply chain management for a competitive advantage.
	•		Considerable human resources management experience involving the design of both short-term and long-term compensation programs, and an understanding of benefit plans.
	•		Experience managing succession planning and leadership development for a successful company.

          The following is the Company’s current matrix of experience for our board, which together with the directors’ principal occupations and business experience described above, as well as the Company’s board member selection criteria, provide the reasons that each individual is being re-nominated as a director. Boxes marked with an “X” in the matrix below indicate that the particular experience is one of the specific reasons that the director has been re-nominated to serve on the board. The lack of an “X” does not mean that the director does not possess that experience, but rather that it is not a particular area of focus or expertise of the director which was specifically identified as a reason for that director’s nomination.

Mr.

Mr.

Mr.

Mr.

Mr.

Mr.

Mr.

Mr.

Ms.

Böer

Cortinovis

Drury

Foate

Kelly

Martens

Nussbaum

Schrock

Winston

CEO/COO Experience

X

X

X

X

X

Financial and Accounting Experience

X

X

X

X

X

X

Global Business Experience

X

X

X

X

X

X

X

X

X

Sales and Marketing Experience

X

X

X

X

Manufacturing Management Background

X

X

X

Supply Chain Management Experience

X

X

X

X

Compensation and Benefits Experience

X

X

X

X

X

X

X

X

Leadership Development and Succession Planning Experience

X

X

X

X

X

X

X

X

X

CORPORATE GOVERNANCE

Board of Directors Meetings

          The board of directors held five meetings during fiscal 2010. As part of these meetings, non-management directors regularly meet without management present. All of our directors attended at least 75% of the total meetings of the board and the committees of the board on which they served. The Plexus board of directors conducts an annual self-evaluation process, reviewing the performance of each individual board member as well as the performance of the board as a whole.

          Plexus encourages all of its directors to attend the annual meeting of shareholders. Plexus generally holds a board meeting coincident with the annual meeting of shareholders to minimize director travel obligations and facilitate their attendance at the shareholders’ meeting. All directors attended the 2010 annual meeting of shareholders.

Director Independence

          As a matter of good corporate governance, we believe that the board of directors should provide a strong voice in the governance of our company. Therefore, under our corporate governance policies and in accordance with Nasdaq Global Select Stock Market rules, at least a majority of our directors must be “independent directors.”

          When the board of directors makes its determination regarding which directors are independent, the board first considers and follows the Nasdaq Global Select Stock Market rules. The board also reviews other transactions and relationships, if any, involving Plexus and the directors or their family members or related parties; see “Certain Transactions” herein for a discussion of our policy regarding such transactions. Plexus expects its directors to inform it of any transaction, whether direct or indirect through an immediate family member or any business entity controlled by any of them, involving the director; Plexus also surveys directors periodically to confirm this information. Plexus does not use any dollar amount to screen transactions that should be reported to the Company. The board reviews the information submitted by its directors for its separate determination of materiality and compliance with Nasdaq and other standards when it determines independence.

          In determining independence for the coming year, the board considered two relationships that, upon review, the board did not believe affected the independence of the directors.

	•		Mr. Drury is an executive officer of Poblocki Sign Company LLC. Plexus’ payments to Poblocki in fiscal 2010 were $57,077, which represented less than one percent of Poblocki’s annual revenues and significantly less than one-tenth of one percent of Plexus’ annual revenues.
	•		Mr. Schrock is an executive officer of Pentair, Inc., which is a supplier to Plexus. Plexus’ payments to Pentair in fiscal 2010 were $658,263, which represented significantly less than one-tenth of one percent of each of Plexus’ and Pentair’s annual revenues.

          Based on the applicable standards and the board’s review and consideration, the board of directors has determined that Messrs. Böer, Cortinovis, Drury, Kelly, Martens and Schrock, Dr. Strother and Ms. Winston are each “independent” under applicable rules and guidelines. Mr. Foate, as chief executive officer of the Company, and Mr. Nussbaum, who is a former chief executive officer of Plexus and receives retirement payments from Plexus, are not considered to be “independent.”

          Our independent directors have the opportunity to meet in executive session, without the other directors or management, as part of each regular board meeting.

Board Leadership Structure

          Mr. Nussbaum, our former Chief Executive Officer, serves as the Chairman of the Board. The Company believes that having our former CEO serve as Chairman is an appropriate leadership structure at the current time because Mr. Nussbaum has extensive knowledge of the Company and the EMS industry, which continue to be valuable in communicating with and leading the board in his role as Chairman.

          The Company’s bylaws do not mandate, nor does the board have a policy that requires, the separation or combination of the CEO and Chairman roles. The board may reconsider our leadership structure in the future based on the best interests of the Company at that time.

Board’s Role in Risk Oversight

          It is management’s responsibility to manage the Company’s enterprise risks on a day-to-day basis. Through regular updates, the board of directors oversees management’s efforts to ensure that they effectively identify, prioritize, manage and monitor all material business risks to Plexus’ strategy.

          The board delegates certain risk management oversight responsibilities to its committees. The Audit Committee reviews and discusses the Company’s major financial risk exposures and the steps management has taken to identify, monitor, and control such risks. The Compensation and Leadership Development Committee is responsible for overseeing risk related to the Company’s compensation programs, including considering whether such programs are in line with the Company’s strategic objectives and incentivize appropriate risk-taking. The Nominating and Corporate Governance Committee is tasked with risks associated with corporate governance and compliance.

Board Committees

          The board of directors has three standing committees, all comprised solely of independent directors: Audit, Compensation and Leadership Development, and Nominating and Corporate Governance. The committees on which our directors currently serve, and the chairs of those committees, are identified in the following table:

				Compensation
				and		Nominating
				Leadership		and Corporate
Director		Audit		Development		Governance
Ralf R. Böer						Chair
Stephen P. Cortinovis		X		Chair
David J. Drury		Chair				X
Peter Kelly		X		X
Phil R. Martens*				X		X
Michael V. Schrock				X		X
Charles M. Strother, MD				X		X
Mary A. Winston		X

Messrs. Foate and Nussbaum are not “independent” directors; therefore, they are not eligible to serve on these committees under Nasdaq rules or the committees’ charters.

          Audit Committee

          The Audit Committee met eight times in fiscal 2010. The Audit Committee chooses the Company’s independent auditors and oversees the audit process as well as the Company’s accounting and finance functions.

Among its other responsibilities, the Committee also oversees the Company’s ethics and whistle-blowing reporting programs. See also “Report of the Audit Committee.”

          Audit Committee Financial Experts

          The board has determined that Messrs. Drury and Kelly and Ms. Winston are “audit committee financial experts” based on a review of each individual’s educational background and business experience. For purposes of Securities and Exchange Commission (“SEC”) and Nasdaq rules, Messrs. Drury and Kelly and Ms. Winston are, along with Mr. Cortinovis, the other member of the Audit Committee, “independent” of Plexus. All members of the Audit Committee are “financially literate” and meet the other SEC and Nasdaq requirements for Audit Committee membership.

          Compensation and Leadership Development Committee

          The Compensation and Leadership Development Committee (in this subsection, the “Committee”) held seven meetings during fiscal 2010. The Committee establishes the general compensation philosophies and plans for Plexus, determines the CEO’s and other executive officers’ compensation and approves grants and awards under Plexus’ compensation plans. The Committee also considers and makes recommendations to the board with respect to other employee compensatory plans and arrangements. Further, the Committee is responsible for reviewing Plexus’ leadership structure, talent management efforts, leadership development and executive succession plans. In addition to the following subsection, see also “Compensation Discussion and Analysis” and “Compensation Committee Report” below for further information on the Committee’s philosophies and practices, and its determinations in fiscal 2010.

          Overview of the Compensation Decision-Making Process

          In accordance with the philosophy and the goals described below in “Compensation Discussion and Analysis,” Plexus compensates its executive officers through salaries and various other compensation plans. The Committee considers many factors in its decision-making process about the compensation of Plexus’ leadership and the design of compensation plans company-wide.

          When determining compensation in fiscal 2010, as in past years, the Committee compared the compensation of Plexus’ executive officers with that paid by other companies in the general industries in which Plexus recruits, comparable companies in the electronic manufacturing services industry, companies with similar financial profiles and numerous general and electronics industry published surveys. The Committee initially determined the peer group prior to making fiscal 2007 compensation decisions with assistance from its former compensation consultants, Sibson Consulting (“Sibson”). Companies were chosen using filtering criteria, such as industry codes, peer groups, relative size and employee base; anomalies or special circumstances (primarily acquisitions or significant size differences) which caused certain companies to not be in fact comparable were also reviewed. In addition, the Committee and Sibson also identified financial peers that were not in a similar business but which were similar in size and financial performance to Plexus.

          Our resulting core peer list for fiscal 2010 consisted of:

•		3Com Corporation
•		Altera Corporation
•		Amkor Technology, Inc.
•		Arris Group, Inc.
•		Atmel Corporation
•		Benchmark Electronics, Inc.
•		Broadcom Corporation
•		Conexant Systems, Inc.
•		CTS Corporation
•		Integrated Device Technology, Inc.
•		International Rectifier Corporation
•		Jabil Circuit, Inc.
•		Juniper Networks, Inc.
•		KLA-Tencor Corporation
•		Linear Technology Corporation
•		Molex Incorporated
•		Novellus Systems, Inc.

Essentially the same peer group was also used for fiscal 2007, 2008 and 2009 executive compensation planning.

          In accordance with its previously disclosed plans, the Committee performed a full review of the composition of the peer group in fiscal 2010 because, due to acquisitions and other changes, the Committee believed that certain companies had become less comparable to Plexus than when they were originally selected. The

Committee intends to conduct reviews of the peer group and selection criteria on a periodic basis to ensure that both are appropriate. Consistent with the practice described above, companies were chosen using filtering criteria, such as industry codes, peer companies identified for competitors, company size, profitability, geographic location, company complexity and recent financial performance (i.e., 1-5 years). As a result of this review, the following companies were chosen as the new peer group:

•		Agilent Technologies, Inc.
•		Altera Corporation
•		Amphenol Corporation
•		Arris Group, Inc.
•		AVX Corporation
•		Benchmark Electronics, Inc.
•		Bruker Corporation
•		Celestica Inc.
•		Esterline Technologies Corporation
•		Harris Corporation
•		Invacare Corporation
•		Jabil Circuit, Inc.
•		Molex Incorporated
•		Regal-Beloit Corporation
•		Sanmina-SCI Corporation
•		Teledyne Technologies Incorporated
•		Trimble Navigation Limited
•		Vishay Intertechnology, Inc.

This new peer group is being used for fiscal 2011 executive compensation planning.

          When making compensation determinations, the Committee’s analysis includes a review of the Company’s financial results and shareholder return performance in comparison to peer group companies, an internal calibration of pay and equity award levels and an accumulated value analysis. In performing these analyses, the Committee continues to use tally sheets, which provide a comprehensive view of Plexus’ compensation payout exposure under various performance scenarios, and also assist in the Committee’s evaluation of the reasonableness of compensation as a whole. The accumulated value analysis examines the CEO’s accumulation of wealth through the deferred compensation plan and annual equity awards. These assessments also identify the proportionality of the CEO’s pay to the pay of executives at other levels in the organization and compare this information with published survey data. In addition, the Committee uses the vested and unvested equity information to balance the level of existing awards with the desire to reward performance and to provide retention incentives.

          In addition to reviewing compensation to help assure that it provides an incentive for superior Company performance, the Company and the Committee periodically review comparable information from peer group companies and other sources, as discussed above, to maintain a competitive compensation package that aids in executive retention and fairly compensates the executives for performance. However, it does not aim for any numerical or percentile tests within this comparable information. The Committee believes that it is important for it to use its judgment in applying this information in individual cases, rather than arbitrarily attempting to aim for a particular numerical equivalence. In that consideration, the Committee discusses total compensation (including outstanding equity awards) for all executive officers, the level of experience and leadership each provides, and financial and personal performance results. The Committee seeks to balance different types of compensation in order to promote retention and strong Company performance. The Committee believes this approach results in a comprehensive and thoughtful compensation review process because it allows the Committee to use discretion when appropriate in responding to particular circumstances. The Committee intends to continue these practices in the future.

          Management Participation. Members of management, particularly the CEO and human resources personnel, regularly participate in the Committee’s meetings at the Committee’s request. Management’s role is to contribute information to the Committee and provide staff support and analysis for its discussions. However, management does not make any recommendation for the CEO’s compensation, nor does management make the final determination of the CEO’s or the other executive officers’ amount or form of executive compensation. The CEO does recommend compensation for the other executive officers to the Committee, subject to the Committee’s final decision. To assist in determining compensation recommendations for the other executive officers, the CEO considers Plexus’ compensation philosophy and, in partnership with the human resources management team, utilizes the same compensation decision-making process as the Committee. Decisions regarding the compensation of the CEO are made in executive sessions at which the Committee members participate with select members of human resources management to review competitive practices and overall plan expense. The sessions generally focus on the CEO’s performance achievement and the elements of his compensation. The Committee also discusses and reviews materials comparing the CEO’s compensation to peer group and survey data as well as Plexus’ overall performance relative to the companies in our peer group. Materials presented also include a pay comparison of the CEO to our other executive officers and a review of the CEO’s vested and unvested equity grants in an effort to assess possible retention risks.

          Use of Consultants. The Committee uses outside compensation consultants to assist it in analyzing Plexus’ compensation programs and in determining appropriate levels of compensation and benefits. The decision to retain consultants, and if so which consultant(s) to retain, is determined solely by the Committee. Management has the authority to approve compensation consultant fees on a project basis, although the Committee reviews all fees relating to executive compensation.

          Plexus human resources personnel meet with the compensation consultants to help the consultants understand Plexus’ business model, organizational structure and compensation philosophy. This interaction provides the consultants with a framework to Plexus’ approach to compensation and its application. As part of its staff support function, Plexus human resources personnel also discuss results and conclusions with the compensation consultants. These discussions permit Plexus human resources personnel to be aware of the consultants’ recommendations and analysis, as well as to understand the rationale and methodology behind their conclusions.

          For fiscal 2010 compensation planning, at the direction of the Committee, Towers Watson (formerly known as Watson Wyatt Worldwide) was engaged to conduct a detailed analysis of the Company’s current executive compensation package, as described above. For fiscal 2011 compensation planning, the Committee directed the Company’s internal human resources staff to prepare an analysis of the Company’s executive compensation package consistent with prior years. Plexus’ internal staff is obtaining market-based data to provide the Committee with the same data and analysis as in previous years. It is expected that an external firm will perform a detailed analysis of the Company’s executive compensation package every other year going forward.

          Neither the Company nor the Committee places any limitations or restrictions on its consulting firms or their reviews. Towers Watson and previous consulting firms have been retained by the Company only for projects related to the Company’s executive and director compensation programs. The Company does provide substantive information about Plexus to help its consultants better understand the Company. Human resources personnel also meet with the consultants to discuss the consultants’ conclusions as to Plexus’ executive pay practices, organizational matters, the duties and responsibilities of particular positions, and overall conclusions based upon Plexus’ compensation principles and goals.

          Compensation Committee Interlocks and Insider Participation

          Each of the members of the Committee was an independent director and there were no relationships or transactions in fiscal 2010 with those members requiring disclosure under SEC rules. See, however, “Director Independence” above for certain other relationships that the board considered when determining the independence of the directors.

          Nominating and Corporate Governance Committee

          The Nominating and Corporate Governance Committee (the “Nominating Committee”) met three times in fiscal 2010. The Nominating Committee considers candidates for board membership, reviews the effectiveness of the board, makes recommendations to the board regarding directors’ compensation, monitors Plexus’ compliance efforts, and evaluates and oversees corporate governance and related issues.

          The Nomination Process

          The Nominating Committee generally utilizes a director search firm to identify candidates, but it evaluates those individuals on its own; the Committee would also consider candidates suggested by outside directors, management and/or shareholders. As described above in “Election of Directors,” in accordance with the Company’s board member selection criteria, the Nominating Committee considers the diversity of backgrounds, skills and experiences among board members in identifying areas which could be augmented by new members. To help assure that directors have the time to devote to their duties, Plexus directors may not serve on the boards of more than three additional public companies. The composition of the Board is reviewed annually to insure that an appropriate mix of skills, experiences and backgrounds is represented; the membership mix of the Board may also be changed as necessary to meet business needs.

          The Nominating Committee would consider proposed nominees to the board submitted to it by shareholders. If a qualified candidate expresses a serious interest, and if there is a position available and the

candidate’s experience indicates that the candidate may be an appropriate addition to the board, the Nominating Committee would review the background of the candidate and, if appropriate, meet with the candidate. A decision would then be made whether to nominate that person to the board. The Nominating Committee’s policy is to not evaluate proposed nominees differently depending upon who has proposed the potential nominee.

          Mr. Martens, who was elected to the board of directors in September 2010, is an independent director. Mr. Martens was first suggested as a director-nominee as a result of a search conducted by Taylor Meyer Associates, an executive recruiting firm retained by the Nominating Committee. Taylor Meyer Associates was paid a fee for researching and recommending potential candidates.

          If a shareholder wishes to propose someone as a director for the Nominating Committee’s consideration, the name of that nominee and related personal information should be forwarded to the Nominating Committee, in care of the Secretary, at least six months before the next annual meeting of shareholders to assure time for meaningful consideration by the Nominating Committee. See also “Commonly Asked Questions and Answers About the Annual Meeting” for bylaw requirements for nominations. Plexus has neither received nor rejected any candidates put forward by significant shareholders.

Communications with the Board

          Any communications to the board of directors should be sent to Plexus’ headquarters office in care of Plexus’ Secretary, Angelo Ninivaggi. Any communication sent to the board in care of the Chief Executive Officer, the Secretary or any other corporate officer is forwarded to the board. There is no screening process and any communication will be delivered directly to the director or directors to whom it is addressed. Any other procedures which may be developed, and any changes in those procedures, will be posted as part of our Corporate Governance Guidelines on Plexus’ website at www.plexus.com, under the link titled “Investor Relations” then “Corporate Governance” (or at http://www.plexus.com/corporategovernanceguidelines.php).

Code of Ethics, Committee Charters and Other Corporate Governance Documents

          Plexus regularly reviews and augments its corporate governance practices and procedures. As part of its corporate governance practices, Plexus has adopted a Code of Conduct and Business Ethics, Corporate Governance Guidelines and written charters for each of its board committees discussed above. Plexus will be responding to and complying with related SEC and Nasdaq Global Select Stock Market directives as they are finalized, adopted and become effective. Plexus has posted on its website, at www.plexus.com, under the link titled “Investor Relations” then “Corporate Governance” (or at http://www.plexus.com/corporategovernanceguidelines.php), copies of its Code of Conduct and Business Ethics, its Corporate Governance Guidelines, the charters for its Audit, Compensation and Leadership Development, and Nominating and Corporate Governance Committees, director selection criteria (included as an appendix to our Corporate Governance Guidelines), director and officer stock ownership guidelines and other corporate governance documents. If those documents (including the committee charters, the Code of Conduct and Business Ethics and the Corporate Governance Guidelines) are changed, waivers from the Code of Conduct and Business Ethics are granted, or new procedures are adopted, those new documents, changes, waivers and/or procedures will be posted on Plexus’ corporate website at the address above.

Directors’ Compensation

          The Nominating and Corporate Governance Committee of the board of directors recommends, subject to board approval, compensation paid to non-employee directors, including equity awards to non-employee directors under the 2008 Long-Term Plan. In determining the compensation paid to the non-employee directors, the Nominating and Corporate Governance Committee considers similar types of factors, including comparison with peer companies and company performance, that are considered by the Compensation and Leadership Development Committee when determining executive compensation.

          During fiscal 2010, each Plexus director who was not a full-time Plexus officer or employee (all directors except Mr. Foate) received an annual director’s fee of $42,000 plus meeting fees of $2,000 for each board meeting attended in person ($1,000 if attended other than in person) and an additional $1,000 for each committee meeting attended in person ($500 if other than in person). The chairs of each committee received additional annual fees for service as a committee chair; the chair of the Audit Committee received $15,000 and the chairs of the Compensation and Leadership Development Committee and the Nominating and Corporate Governance Committee each received $10,000. Additionally, in certain circumstances directors may be reimbursed for attending educational seminars or, in each individual’s capacity as a director, other meetings at Plexus’ behest. For fiscal 2011, the annual director’s fee will increase to $45,000 and committee meeting fees will increase to $1,500 for each such meeting attended in person ($750 if attended other than in person). Beginning in fiscal 2011, directors are eligible to defer their cash fees, as well as stock awards (excluding options), through the Non-Employee Directors Deferred Compensation Plan. Previously, directors were eligible to defer their cash fees through Plexus’ supplemental executive retirement plan, which is described in “Compensation Discussion and Analysis” below.

          Directors may also participate in the 2008 Long-Term Plan, which permits the grant of options, stock-settled stock appreciation rights (“SARs”), restricted stock (which may be designated as restricted stock awards or restricted stock unit awards), unrestricted stock awards, performance stock awards, and cash bonus awards. Stock options are generally granted to directors quarterly, at the same time as employee grants, and, beginning in fiscal 2010, vest immediately on the respective grant dates; previously, one half of the options granted vested immediately on the grant date and the balance vested on the first anniversary of the grant date. The exercise price of stock options is equal to the average of the high and low sale prices of Plexus stock on the Nasdaq Global Select Market on the grant date. Also beginning in fiscal 2010, unrestricted stock awards were granted to directors at the same time as employee equity grants during the second quarter of the fiscal year; the number of stock options awarded to directors was reduced to reflect the addition of the unrestricted stock award. The mix of unrestricted stock awards and stock options is designed to balance the Company’s goal of aligning directors’ interests, through stock awards, with the long-term ownership interests of our shareholders with the incentives offered by stock options, which provide rewards based on the increase in our share price.

Director Compensation Table

          The following table sets forth the compensation that was paid by Plexus to each of our non-employee directors in fiscal 2010:

		Fees Earned				Option				Stock				Other
		or Paid in				Awards				Awards				Benefits
Name		Cash ($)(1)				($)(2)				($)(2)				($)(3)				Total ($)
Ralf R. Böer		$	65,500			$	58,776			$	67,998				—			$	192,274
Stephen P. Cortinovis			72,500				58,776				67,998				—				199,274
David J. Drury			76,500				58,776				67,998				—				203,274
Peter Kelly			60,500				58,776				67,998				—				187,274
Phil R. Martens (4)			1,038				—				—				—				1,038
John L. Nussbaum			103,000				58,776				67,998			$	342,659				572,433
Michael V. Schrock			60,000				58,776				67,998				—				186,774
Charles M. Strother, MD			60,000				58,776				67,998				—				186,774
Mary A. Winston			56,000				58,776				67,998				—				182,774

		Option Awards								Stock Awards
						Number of
		Grant Date				Securities				Grant Date
		Fair Value of				Underlying				Fair Value of
		2010 Option				Unexercised				2010 Stock
Name		Awards ($)				Options (#)				Awards ($)
Mr. Böer		$	58,776				47,250			$	67,998
Mr. Cortinovis			58,776				55,750				67,998
Mr. Drury			58,776				58,750				67,998
Mr. Kelly			58,776				43,750				67,998
Mr. Martens			—				—				—
Mr. Nussbaum			58,776				43,750				67,998
Mr. Schrock			58,776				33,750				67,998
Dr. Strother			58,776				58,750				67,998
Ms. Winston			58,776				12,750				67,998

          Compensation of Current and Former Executive Officers who Serve on the Board

          See “Executive Compensation” for Mr. Foate’s compensation as an executive officer of Plexus generally and his employment and change in control agreements.

          Mr. Nussbaum is a former executive officer of Plexus. He ceased being considered an executive officer or employee of Plexus when he retired as its Chief Executive Officer in 2002. However, as a consequence of his many years of service as an executive officer of Plexus, he continues to be compensated under deferred compensation arrangements which were put in place during his service as an executive officer and as the non-executive Chairman of the Board.

          In 1996, the Committee established special retirement arrangements for Mr. Nussbaum as well as for two other executive officers and directors who subsequently retired. Those arrangements were intended to both to reward past service and to maintain an additional incentive for those officers’ continued performance on behalf of Plexus. The related supplemental executive retirement agreement for Mr. Nussbaum was amended in August 2009 in order to align the agreement’s provisions regarding the determination of payment amounts to a fixed 15-year annual installment payment stream. The amendment was consistent with the intent of the original agreement and with the manner in which the agreement operated in practice. The arrangements are designed to provide specified retirement and death benefits to Mr. Nussbaum in addition to those provided under the 401(k) Plan. Plexus’ commitment was funded in fiscal 2002 and prior years. Mr. Nussbaum has received payments under the special retirement arrangements since 2002, including payments of $313,110 for fiscal 2008, $325,635 for fiscal 2009 and $338,660 for fiscal 2010.

          The contributions for Mr. Nussbaum’s special retirement arrangement are invested in life insurance policies acquired by Plexus on his life. To the extent that any of the payments constitute excess parachute payments subjecting Mr. Nussbaum to an excise tax, the agreement provides for an additional payment (the “gross-up payment”) to be made by Plexus to him so that after the payment of all taxes imposed on the gross-up payment, he retains an amount of the gross-up payment equal to the excise tax imposed. If Mr. Nussbaum dies prior to receiving all of the 15-year annual installment payments, specified death benefit payments become due.

          For his service as Plexus’ non-executive Chairman of the Board, Mr. Nussbaum received a fee of $52,000 in fiscal 2010 plus health and other welfare benefits, as well as Company matching contributions to the 401(k) Plan, in addition to the above retirement payments and his regular board fees. In fiscal 2011, Mr. Nussbaum’s fee for serving as Chairman is increasing to $75,000. Since his retirement, Mr. Nussbaum has been eligible to receive additional options or stock awards in his capacity as a non-employee director and has received the same awards as other non-employee directors under Plexus’ stock incentive plans.

Stock Ownership Guidelines

          Plexus believes that it is important for directors and executive officers to maintain an equity stake in Plexus to further align their interests with those of our shareholders. Directors and executive officers must comply with stock ownership guidelines as determined from time to time by the board. The ownership guidelines for directors currently require that directors must own 5,000 shares of common stock within five years of election or appointment to the board, of which 2,000 shares must be owned within the first year of service. Unexercised stock options (whether or not vested) do not count toward a director’s ownership for purposes of these guidelines. Currently, all of our directors are in compliance with these guidelines. The stock ownership guidelines for executive officers are discussed at “Compensation Discussion and Analysis—Elements and Analysis of Direct Compensation—Equity Ownership Guidelines.”

Section 16(a) Beneficial Ownership Reporting Compliance

          Section 16(a) of the Securities Exchange Act of 1934 requires Plexus’ officers and directors, and persons who beneficially own more than 10% of Plexus’ common stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. These “insiders” are required by SEC regulation to furnish Plexus with copies of all forms they file under Section 16(a).

          All publicly-held companies are required to disclose the names of any insiders who fail to make any such filing on a timely basis within the preceding fiscal year, and the number of delinquent filings and transactions, based solely on a review of the copies of the Section 16(a) forms furnished to Plexus, or written representations that no such forms were required. On the basis of filings and representations received by Plexus, Plexus believes that during fiscal 2010 Plexus’ insiders have complied with all Section 16(a) filing requirements which were applicable to them.

COMPENSATION DISCUSSION AND ANALYSIS

          The Compensation and Leadership Development Committee (in this section, the “Committee”) of the Plexus board of directors sets general compensation policies for Plexus. The Committee makes decisions with respect to compensation of the Chief Executive Officer and other Plexus executive officers and grants stock options, restricted stock units and other awards. This section discusses the Committee’s executive compensation philosophy and decisions on executive compensation.

          Plexus provides further detail regarding executive compensation in the tables and other information included in the “Executive Compensation” section of this proxy statement.

Executive Compensation Philosophy, Goals and Process

          The Committee’s philosophy is to fairly compensate all individuals, including executives, for their contributions to Plexus, appropriately motivate employees to provide value to Plexus’ shareholders, and consider the ability of Plexus to fund any compensation decisions, plans or programs. Fair compensation must balance both short-term and long-term considerations and take into consideration competitive forces, best practices, and the performance of Plexus and the individual. Compensation packages should also motivate executives to make decisions and pursue opportunities that are aligned with the interests of our shareholders while not exposing the Company to undue risk. Finally, the Committee considers Plexus’ financial condition, the conditions in Plexus’ industry and end-markets, and the effects of those conditions on Plexus’ sales and profitability in making compensation decisions.

          Plexus’ executive compensation program is designed to provide a rational, consistent reward system that:

	•		attracts, motivates and retains the talent needed to lead a strong global organization;
	•		drives global financial and operational success that creates shareholder value without encouraging inappropriate risk-taking;
	•		creates an ownership mindset and drives behaviors that improve Plexus’ performance and maximize shareholder value; and
	•		appropriately balances Company performance and individual contribution towards the achievement of success.

          For a discussion of the Committee’s decision-making process, its use of consultants and the role of Plexus’ executive officers and staff, see “Corporate Governance—Board Committees—Compensation and Leadership Development Committee—Overview of the Compensation Decision-Making Process” above in this proxy statement.

Overview of Executive Compensation and Benefits

          Plexus uses the following compensation reward components working together to create competitive compensation arrangements for our executive officers:

Reward Component		Purpose
Base Salary		Base salary is intended to provide compensation which is not “at risk”; however, salary levels and subsequent increases are not guaranteed. Our base salaries are designed to offer regular fixed compensation for the fulfillment of the duties and responsibilities associated with the job roles of our executives and employees. They are also important because they present a starting point for considering compensation when we seek to attract and retain talented individuals.

Annual Incentive		Our annual cash incentive compensation plan, the Variable Incentive Compensation Plan (the “VICP”), is designed to reward employees for the achievement of important corporate financial goals. There is also a small component of the VICP that rewards employees for the attainment of individual objectives. The opportunity to earn annual cash incentive payments under the VICP provides a substantial portion of compensation that is at risk and that depends upon the achievement of measurable corporate financial goals and individual objectives. The design of the VICP offers incentives based on our direct performance, as distinguished from equity-based compensation, which is significantly affected by market factors that may be unrelated to our results. We use payouts from the VICP to provide further incentives for our executive officers and employees to achieve these corporate financial goals and individual objectives.
		Shareholders are being asked to approve an amendment to the 2008 Long-Term Plan, primarily to increase the types of performance criteria that may be used under that plan, so that going forward these annual incentives may be granted under the 2008 Long-Term Plan for executive officers in order to enhance tax deductibility by the Company. The amendment will not otherwise affect this compensation program.
Long-Term Incentives		A substantial part of compensation, which is also at risk, is longer-term equity-based compensation, typically awarded in the form of stock options and restricted stock units (“RSUs”). In addition, our long-term incentives may also include a cash component. Our long-term incentives are designed to tie a major part of our key executives’ total compensation opportunities to Plexus’ market performance and the long-term enhancement of shareholder value. The 2008 Long-Term Plan and long-term cash awards are also designed to encourage the long-term retention of these executives.
Benefits		The health and well-being of our employees and their families is important to us. Therefore, we provide all of our employees in the United States with various benefits, such as health and life insurance. Offering these benefits also assists the Company in attracting, as well as retaining, executive officers and key personnel.
Retirement Plans		The Company maintains retirement plans to help our employees provide for their retirement on a tax-advantaged basis. Offering retirement plans helps the Company to attract and retain qualified employees, as well as meet competitive conditions. The 401(k) Plan includes a Plexus stock fund as one of its choices to permit employees to maintain Plexus ownership if they wish. The Company also provides a supplemental executive retirement plan under which certain executive officers may elect to defer some or all of their compensation and the Company makes additional contributions on their behalf.
Agreements		Only our Chief Executive Officer has an employment agreement, which is intended to help assure the continuing availability of his services over a period of time and protect the Company from competition post-employment. All executive officers have change in control agreements to help assure that they will not be distracted by personal interests in the case of a potential acquisition of Plexus and to assist in maintaining their continuing loyalty.

          Since Plexus has not previously been required to hold, and has not held, shareholder advisory votes on executive compensation, the Committee has not yet had occasion to consider the results of such votes when making its determinations relating to compensation policies and decisions.

Elements and Analysis of Direct Compensation

Overview of Direct Compensation

          Plexus uses three primary components of total direct compensation—salary, annual cash incentive payments under the VICP and long-term equity-based awards under the 2008 Long-Term Plan. Each of these components is complementary to the others, addressing different aspects of direct compensation and seeking to motivate employees, including executive officers, in varying ways.

          The Committee does not use any specific numerical or percentage test to determine what percentage of direct compensation will be paid in base salary versus the compensation at risk through the VICP or equity-based compensation. However, the Committee believes that a meaningful portion of compensation should be at risk. VICP targets for executive officers other than the CEO ranged from 35% to 50% of base salary in fiscal 2010 with the opportunity to earn a bonus beyond the target if company financial goals were exceeded. In the case of the CEO, the potential target compensation at risk as a percentage of base salary was 100%, reflecting his overall greater responsibility for the Company. Long-term incentives for executive officers are in the form of stock options, which contain an inherent amount of risk since no value is received unless there is an appreciation in stock price, and RSUs and long-term cash awards that vest based on continued service. After determining each element, the Committee also reviews the resulting total compensation to determine that it is reasonable as a whole.

          Base salary adjustments and equity awards are generally targeted for implementation in the second quarter of each fiscal year. The Committee believes this timing aligns employee rewards with the Company’s processes to evaluate employees’ performance and forges a strong link between performance and pay.

          The resulting total targeted direct compensation mix used for fiscal 2010 for the Chief Executive Officer and the other executive officers named in the Summary Compensation Table herein (the “named executive officers”) is illustrated in the charts below:

Base Salary

Structure. The Company and the Committee review market-based comparisons, peer group analysis and other third-party survey data as reference points for compensation practices as well as sources of comparative information to assist in establishing appropriate base salaries for its executive officers. Through this form of benchmarking, we do not aim for particular numerical or percentage tests as compared to the peer group or the surveys, we generally target base salaries within ranges near market medians of those groups, with adjustments made to reflect individual circumstances. The Committee expects to make determinations of base salary adjustments for our executive officers in December 2010 after it has reviewed and considered the analysis discussed above in “Corporate Governance—Board Committees—Compensation and Leadership Development Committee—Overview of the Compensation Decision-Making Process—Use of Consultants.” The effective date of any base salary adjustment for our executive officers is generally targeted for January in order to be aligned with the Company’s other U.S. salaried employees.

Factors Considered in Determining Base Salary. Prior to establishing base salary increases for the CEO and approving salary levels for other executive officers, the Committee takes into consideration various factors. These factors include compensation data from the proxies of our peer group, salary increase trends for executive base pay and other information provided in published surveys. An in-depth total rewards analysis, including base salary, is completed annually for each executive position using the peer group and survey data as indicated above. The Committee also considers the individual executive officers’ duties and responsibilities and their relative authority within Plexus.

With respect to increases in CEO base salary (as well as other compensation actions that impact our CEO), the Committee uses this input and meets in executive session to discuss appropriate pay positioning and pay mix based on the data gathered. With respect to the other executive officers, the CEO uses similar data and submits his recommendations to the Committee for final determination. The data gathered in the determination process helps the Committee to test for fairness, reasonableness and competitiveness. However, taking into account the compensation policies and goals and a holistic approach to executive compensation packages, the Committee’s final determination may incorporate the subjective judgments of its members as well.

Executive officer base salary increases may include the following two components:

	•		Competitive Adjustments. If executive officer salaries fall below the competitive median range when we compare them to our peer group and survey data, we consider increasing the salaries to a more competitive level. In some cases these competitive adjustments may take place over a multi-year period and may depend on individual performance.
	•		Merit Increases. If executive officer salaries are found to be at an appropriate level when we compare them to the peer group and general industry survey data for the position, then a separate merit increase may be provided based on individual performance, if appropriate.

2010 Base Salary Adjustments. Base salary adjustments for fiscal 2010 were approved by the Committee in December 2009. For fiscal 2010, the Committee approved a base salary adjustment of $25,000 for the CEO, a 3.3% increase from his fiscal 2009 base salary. As a result of such adjustment, our CEO’s salary is near the 50^th percentile of peer group and market comparisons, which the Committee believed to be appropriate, particularly in view of the Company’s strong financial performance. Our CEO’s base salary is higher than that of other executive officers because of his more extensive and challenging duties and responsibilities.

Increases for the other executive officers varied from 3.3% to 11.1% and reflected the factors discussed above; the smaller adjustments reflected merit increases for performance over the past year when salaries were otherwise in line with the market while larger increases represented a combination of competitive adjustments and merit increases. The increases for Messrs. Buseman, Kelsey and Lim were larger than those of the other executive officers in order to reflect new responsibilities undertaken by these individuals and the greater competitive gap between their salaries and the mid-range of peer group and market comparisons reviewed by the Committee. In addition, the compensation and benefits package of Mr. Lim also reflects regional survey data of the Asian markets. Other variations between the executive officers reflect competitive conditions and the Committee’s view of the executive officers’ duties, responsibilities and performance. Presented below are the fiscal 2010 base salaries and percentage increases as compared to fiscal 2009 for our named executive officers:

		Fiscal 2010				Percentage Increase
Executive Officer		Base Salary				Compared to Fiscal 2009
Mr. Foate		$	775,000				3.3	%
Ms. Jones		$	355,000				6.0	%
Mr. Buseman		$	330,000				10.0	%
Mr. Kelsey		$	300,000				11.1	%
Mr. Lim		$	295,000				10.2	%

Annual Incentive

Plan Structure. The VICP provides annual cash incentives to approximately 3,000 participants, including our CEO and other executive officers. The award opportunity levels for each participant are expressed as a percentage of base salary. For example, in fiscal 2010 the targeted award opportunity for the CEO was 100% of base salary, and the targeted award opportunities for other executive officers varied from 35% to 50% of base salaries; the award opportunities for non-executive officer participants varied from 3% to 45% of base salaries. Our CEO and other executive officers also have the opportunity to earn above their targeted award opportunities based on the achievement of corporate financial goals. Higher levels of duties and responsibilities within Plexus lead to higher bonus opportunities under the VICP because the Committee believes that the higher ranking the position, the more influence the individual can have on corporate performance. In addition, market information indicates that competitive factors make relatively higher reward possibilities important for those positions. For each executive officer, 80% of the targeted award is keyed to the corporate financial goals; the remaining 20% of the targeted award is keyed to the achievement of individual objectives. The table below lists the fiscal 2010 targeted VICP award opportunities for the named executive officers, expressed as a percentage of base salary:

		Fiscal 2010
		Targeted Award as a
Executive Officer		Percentage of Base Salary
Mr. Foate			100	%
Ms. Jones			50	%
Mr. Buseman			50	%
Mr. Kelsey			50	%
Mr. Lim			40	%

The VICP provides for payments relating to corporate financial goals both below and over the targeted awards by establishing specific “threshold levels” of corporate performance at which payments begin to be earned and “full opportunity levels” (formerly referred to as “maximum levels”) beyond which no further payment is earned. The payout at the “full opportunity level,” which is based solely on achieving the corporate financial goals, is 180% of the targeted award for the CEO and the other executive officers.

Under the VICP, the Committee has the authority to adjust results, for example, to reflect acquisitions or unusual gains or charges. No such discretion was used by the Committee in fiscal 2010.

At the 2011 annual meeting, we are asking shareholders to approve an amendment to the 2008 Long-Term Plan, primarily to increase the types of performance criteria that may be used under that plan, so that going forward these annual incentives may be granted under the 2008 Long-Term Plan for executive officers in order to enhance tax deductibility by the Company. The amendment will not otherwise affect this compensation program. For more information, please see, “Approval of the Amendment to, and Restatement of, the 2008 Long-Term Incentive Plan,” below.

2010 Plan Design — Company Goals. The specific corporate financial goals for fiscal 2010, each of which stood independently of the other with regard to award opportunities, were revenue and return on capital employed (“ROCE”). The goals were chosen because they aligned performance-based compensation to the key financial metrics that the Company used internally to measure its ongoing performance and that it used in its financial plans. Our fiscal 2010 targets for these goals were set as part of the annual financial planning process. For each of the corporate financial goals, we also established specific “threshold” and “full opportunity” levels of achievement as part of that process.

For the purposes of the VICP, ROCE is defined as annual operating income before taxes excluding unusual charges and equity-based compensation costs divided by the five-point quarterly average of Capital Employed during the year. Capital Employed is defined as equity plus debt less cash, cash equivalents and short-term investments. The Company excludes equity-based compensation costs because such costs can influence results due to external market factors. Additionally, ROCE is calculated excluding the impact of any restructuring and/or non-recurring charges because these factors do not reflect the operating performance of the Company, which the VICP is intended to reward.

No award is paid for any component of the VICP if Plexus incurs a net loss for the fiscal year (excluding non-recurring or restructuring charges and equity-based compensation costs). Awards for performance between the “threshold” level and “target” level are calculated by straight-line interpolation, as are awards between the “target” level and the “full opportunity” level.

For fiscal 2010, in accordance with Plexus’ strategic plan, the Committee set both revenue growth and ROCE targets at aggressive, yet achievable levels to incent growth, but also to deter undue risk-taking. The 2010 revenue target represented approximately 10% growth over fiscal 2009 revenue and the 2010 ROCE target was set approximately 1.6 percentage points above the level achieved in fiscal 2009; the Committee felt these targets were challenging, but achievable, based on industry conditions and Plexus’ financial plan. The threshold level for revenue represented approximately 4.0% growth over fiscal 2009 revenue and, to help assure that revenue growth would continue to result in shareholder value, the threshold level for ROCE was set slightly above the level achieved in fiscal 2009. The full opportunity level for each metric was considered a significant stretch over target and difficult to achieve; the full opportunity level for revenue represented 15.0% growth over fiscal 2009 revenue, and the full opportunity level for ROCE required improvement to 18.5%, 2.8 percentage points above fiscal 2009 performance. At the full opportunity level, the Committee changed its previous payout formula to a new approach that equally weighted revenue and ROCE in order to emphasize growth and the profitability of that growth.

The following table sets forth the fiscal 2010 financial targets and potential VICP payout amounts (as a percent of targeted VICP bonus) for the named executive officers, at the threshold, targeted and full opportunity performance levels. In accordance with the VICP, the ROCE targets excluded the impacts of restructuring charges and equity-based compensation costs.

		Threshold								Target								Full Opportunity
Component		Goal				Payout				Goal				Payout				Goal				Payout
Revenue (in millions)		$	1,682				0	%		$	1,778				40	%		$	1,860				90	%
ROCE			16.00	%			0	%			17.25	%			40	%			18.50	%			90	%
Individual Objectives						up to 20%								up to 20%								up to 20%
Total Potential Incentive = Revenue + ROCE + Individual Objectives						up to 20%								up to 100%								up to 200%

In fiscal 2010, revenue was $2,013 million and ROCE was 21.6%. Therefore, Plexus exceeded the full opportunity levels for both revenue and ROCE and paid awards to executive officers and other employees based on those two components. Total payments based on revenue and ROCE represented 180.0% versus the target of 80% for corporate financial performance. Plexus’ actual performance in fiscal 2010 as compared to these targets is illustrated by the following graph:

2010 Plan Design — Individual Objectives. Individual participants typically set several individual objectives for the plan year, which are developed with, reviewed by and approved by the participant’s manager. Some of the individual objectives are shared by multiple executives when they team to focus on an objective. Attainment of the individual objectives represents 20% of the potential targeted VICP award. The Committee determines and approves the individual objectives established for the CEO. The Committee also reviews and approves, with input from the CEO, the individual objectives established for the other executive officers. The Committee’s assessment of all executive officers’ individual objectives is based on their likely impact on the achievement of the annual financial plan and other longer-term strategic priorities, their effect on shareholder value and their alignment with one another.

Achievement of individual objectives, for which there was a potential payout equivalent to 20% of the “targeted” bonus award, varied among the named executive officers from 93.4% to 94.6% of the individual’s potential payout for personal objectives, with the CEO achieving 94.2%. These percentages were based upon the Committee’s determination of the degree to which the executive achieved his or her objectives. The CEO provided the Committee with an assessment of the performance of all of the executive officers other than himself and recommended resultant bonus levels based on the achievement by each executive officer of his or her individual objectives.

The following are summaries of the individual objectives for our named executive officers in fiscal 2010:

	•		Dean A. Foate: Mr. Foate’s individual objectives related to: designing strategies to support global expansion; refining the Company’s branding strategy to more effectively communicate Plexus’ value proposition in the marketplace; developing processes to evaluate employee performance; and redesigning the Company’s processes for effectively deploying Company strategies and initiatives to the larger workforce.
	•		Ginger M. Jones: Ms. Jones’ individual objectives related to: designing strategies to support global expansion; establishing a governance framework for identifying, assessing and managing enterprise risk; refining the Company’s branding strategy to more effectively communicate Plexus’ value proposition in the marketplace; designing strategies for the continued development and deployment of a global information technology (“IT”) platform; creating a process for effectively managing the Company’s operating costs in light of the overall business model; developing processes to enhance trade and government contracting compliance effectiveness; refining internal forecasting processes; and optimizing the Company’s overall cash cycle and improving return on invested capital.
	•		Michael D. Buseman: Mr. Buseman’s individual objectives related to: designing strategies to support global expansion; developing and implementing strategies to differentiate the Company in the marketplace through the expansion of service capabilities; creating an internal decision-making process to evaluate, deploy and track strategic investments; designing strategies for the continued development and deployment of a global IT platform; optimizing the Company’s overall cash cycle and improving return on invested capital; developing strategies and processes for the effective integration of customer management, manufacturing and engineering operations; developing strategies and procedures to ensure efficient and effective costing processes; developing processes to enhance trade and government contracting compliance effectiveness; and implementing cost reduction strategies to improve ROCE.
	•		Todd P. Kelsey: Mr. Kelsey’s individual objectives related to: designing strategies to support global expansion; developing and implementing strategies to more effectively introduce new service offerings; developing processes to evaluate employee performance; establishing a governance framework for identifying, assessing and managing enterprise risk; designing strategies for the continued development and deployment of a global IT platform; optimizing the Company’s overall cash cycle and improving return on invested capital; developing strategies and processes for the effective integration of customer management, manufacturing, and engineering operations; developing strategies and procedures to ensure efficient and effective costing processes; developing processes to enhance trade and government

			contracting compliance effectiveness; and implementing cost reduction strategies to improve ROCE.
	•		Yong Jin Lim: Mr. Lim’s individual objectives related to: supporting the expansion of operations in Asia; developing strategies and processes for the effective integration of customer management, manufacturing, and engineering operations; establishing a governance framework for identifying, assessing and managing enterprise risk; designing strategies for the continued development and deployment of a global IT platform; implementing cost reduction strategies to improve ROCE; developing processes to evaluate organizational effectiveness and leadership talent; developing and implementing strategies to more effectively introduce new products; and redesigning the Company’s processes for effectively deploying Company strategies and initiatives to the larger workforce.

Long-Term Incentives

Plan Structure. Total compensation, consistent with practices in our industry, places a particular emphasis on equity based compensation. The shareholder-approved 2008 Long-Term Plan allows for various award types, including options, SARs, restricted stock, RSUs, and performance awards (payable in cash and/or equity). Those awards are intended to provide incentives to enhance corporate performance as well as to further align the interests of our executive officers with those of our shareholders. The Committee’s policy is to not “back-date” equity grants and no equity grant was “back-dated” in fiscal 2010. The reported values of the long-term incentive opportunities under equity plans can vary significantly from year to year as a percentage of total direct compensation because they are determined by valuing the equity based awards on the same basis that we use for financial statement purposes; that value depends significantly on our stock price and its volatility at the time of the awards. Going forward, the Committee intends to continue using a combination of stock options, RSUs and long-term cash awards.

The Committee’s long-term incentive strategy allows for use of a portfolio approach when granting awards. The Committee intends that each element of the portfolio addresses a different aspect of long-term incentive compensation, as set forth below:

	•		Stock options provide rewards based upon the appreciation in value to shareholders as measured by the increase in our share price.
	•		RSUs provide an interest in the value of the Company’s shares, because, even though they vest over time, they provide recipients with a certain equity interest, assuming continued employment. RSUs further align executives’ interests with the interests of shareholders and provide a long-term ownership mentality as well as motivation to succeed in the long-term because the value of RSUs does not solely depend upon increases in the market price of our shares, which may occur over a short period of time.
	•		Long-term cash awards serve as a stable retention incentive of a known value. We believe that a cash-based long term award can increase retained share ownership and reduce dilution to shareholders because the receipt of cash may make executives less likely to liquidate Company shares.
	•		For non-executives and key employees who are eligible for equity awards, Plexus uses a distribution weighted toward stock-settled stock appreciation rights (“SARs”). Stock-settled SARs provide rewards based upon the appreciation in value to shareholders as measured by the increase in our share price; the Committee uses stock-settled SARs rather than options for non-executives and key employees because stock-settled SARs do not require a cash outlay on exercise and promote employee share ownership. Stock-settled SARs also allow the Committee to preserve shares available under the plan and minimizes dilution.

The allocation formulas used in fiscal 2010 for executive officers and other non-executive employees receiving equity grants are illustrated in the charts below:

Annual Award Determination Process. The Committee determines the entire value of each grant based on the duties, responsibilities and performance of the award recipient. Pursuant to its portfolio approach, the Committee then distributes the entire value of each grant to each officer among three types of awards—options, RSUs and long-term cash — as shown above. The awards are valued at their Black-Scholes fair-market value when making these determinations. For current executive officers, the Committee uses a distribution formula weighted toward stock options, so as to particularly promote increasing shareholder value.

	•		Option/SARs Pool Determination. Each year the Committee is presented a recommended total pool of options and stock-settled SARs to be awarded to eligible participants. The Committee reviews the estimated cost of the pool, as well as the recommended grant guidelines; the Committee uses a relatively constant pool size because it wishes to control the expense to the Company and manage dilution to shareholders. The options and stock-settled SARs granted to executive officers and employees in fiscal 2010 were for a total of 573,066 shares. That amount excludes options for 30,000 shares awarded to the non-employee directors.
	•		Option/SARs Pool Allocation. The Committee determines the grants for the CEO and other executive officers. Those awards are developed by considering the total pool of options to be awarded, which is recommended by management, subject to the Committee’s review and approval. The Committee chooses a grant size that balances the need to provide fair compensation with the desire to keep related compensation expense relatively stable from period to period and to manage shareholder dilution. The numbers granted to each executive officer primarily vary according to the executive officers’ duties and responsibilities within the Company and also include a review of performance. Those in positions with more responsibility tend to receive more options to reflect their role in the Company and the market comparisons for their compensation. Also, as discussed above, for the CEO, the Committee uses the vested and unvested equity information, as well as the accumulated value analysis, to balance the level of existing awards with the desire to reward performance and to provide retention incentives. The CEO provides the Committee with initial recommendations as to the number of options to be granted to each executive officer other than himself. The remaining pool, which is comprised of stock-settled SARs and RSUs, is then allocated to high-performing key employees based upon recommendations by executive officers in accordance with a grant range grid, which assigns a range of stock-settled SARs grant sizes to each employee responsibility level. For fiscal 2010, options for 82,000 shares were granted to the CEO, and options for 129,500 shares were granted to the other executive officers as a group.
	•		RSU and Long-Term Cash Award Determinations. Once the Committee determines the levels of options to award, it then grants RSUs and long-term cash awards in accordance with the formulas discussed above, in order to effectively balance the motivations provided by the different types of awards. A similar process occurs for those receiving stock-settled SARs. In fiscal 2010, 99,405 RSUs were granted to executive officers and other non-executive employees through annual grants, along with $914,850 in long-term cash awards.

Basis for Determination of Timing of Grants. The Committee makes quarterly stock option and stock- settled SARs grants rather than annual grants due to the volatility of the stock market and of Plexus’ stock in particular. Granting stock options and SARs all on one date in the year can make the strike price, its related expense, and the opportunity it represents to employees vary significantly in ways that do not necessarily reflect long-term performance of Plexus stock.

The Committee’s formula to support the quarterly grant strategy states that the grant dates will occur three days subsequent to the release of quarterly earnings, not including the day of the release. The Committee uses future dates, as is permitted by the 2008 Long-Term Plan, because that minimizes the opportunity to choose a date based upon market performance known or knowable at the time of determination. The 2008 Long-Term Plan provides that the exercise price of a stock option is not permitted to be less than the fair market value on the stock option grant date. New hire option and stock-settled SAR grant levels are determined at or around the time of hire, and commence on the next quarterly grant date following the date of hire.

Grants of RSUs are generally made once a year during the fiscal second quarter. The Committee did not make any special retention-related grants of RSUs in fiscal 2010; the Committee believed that the fiscal 2009 retention-related grants of RSUs had their intended retention effect and, therefore, no additional special grants were necessary. In fiscal 2010, grants of long-term cash awards were also made in the fiscal second quarter, though such awards (if granted) need not be granted on the same schedule as RSUs.

2010 Awards. Based on the Committee’s long-term incentive strategy as well as individual responsibility and performance considerations, and reflecting all of the grants discussed above, in fiscal 2010, the Committee made total grants of options, RSUs and long-term cash to the named executive officers as follows:

		Options				RSUs				Long-Term
Executive Officer		(#)				(#)				Cash ($)
Mr. Foate			82,000				20,500			$	350,550
Ms. Jones			20,000				5,000				85,500
Mr. Buseman			23,750				6,250				106,875
Mr. Kelsey			23,750				6,250				106,875
Mr. Lim			20,000				5,000				85,500

Options vest in two annual increments and grants of RSUs and long-term cash awards vest on the third anniversary of the grant, all subject to early vesting on a change in control.

Equity Ownership Guidelines. To complement the 2008 Long-Term Plan’s goal of increasing the alignment between the interests of management and shareholders, the Committee adopted executive stock ownership guidelines. These guidelines require our CEO to own Plexus stock with a market value equal to at least three times his annual base salary; executive officers other than our CEO, including the named executive officers in the “Summary Compensation Table” below, are required to own, at a minimum, Plexus stock with a market value equal to one times their annual base salary. There is no specific time requirement to meet these guidelines. However, an executive officer is generally not permitted to sell Plexus shares that were acquired or awarded while an executive officer until the ownership requirement is met; there are exceptions, including financing the exercise of stock options when the shares will be held or with prior approval under special circumstances. All officers are in compliance with the procedural requirements of the guidelines, while four of the officers, including our CEO, have met the ultimate ownership amounts required by the guidelines.

Clawback Policy. The board of directors adopted the Plexus Corp. Executive Compensation Clawback Policy, effective November 2010. Pursuant to the policy, in the event of a material restatement of the Company’s financial results as a result of significant non-compliance with financial reporting requirements, the Committee will review incentive compensation that was paid to the Company’s executive officers under the VICP (or any successor plan thereto) based solely on the achievement of specific corporate financial goals (“covered compensation”) during the period of the restatement. If any covered compensation would have been lower had the covered compensation been calculated based on the Company’s restated financial results, the Committee will, as and to the extent it deems

appropriate, recoup any portion of covered compensation paid in excess of what would have been paid based on the restated financial results. The Committee may seek the recovery of covered compensation for up to three years preceding the date on which the Company is required to restate its financial results.

This policy applies in addition to any right of recoupment against the Company’s Chief Executive Officer and Chief Financial Officer pursuant to the Sarbanes-Oxley Act of 2002. The policy does not apply in any situation where a restatement is not the result of significant non-compliance with financial reporting requirements, such as any restatement due to a change in applicable accounting rules, standards or interpretations, a change in segment designations or the discontinuance of an operation.

Elements and Analysis of Other Compensation

          In addition to direct compensation, Plexus uses several other types of compensation, some of which are not subject to annual Committee action. These include benefits, retirement plans and employment or change in control agreements. These are intended to supplement the previously described compensation methodologies by focusing on long-term employee security and retention. Certain of these plans allow employees to acquire Plexus stock.

Benefits

Structure. We generally provide health and welfare benefits to our executive officers on the same basis as other salaried employees in the United States, although some benefit programs, as discussed elsewhere, are specifically targeted to our executive officers’ specific circumstances. Consistent with competitive practice, the Committee approves certain perquisites and other benefits for our CEO and the other executive officers in addition to those received by all U.S. salaried employees. The other benefits for certain of our executive officers are: a flexible perquisite benefit valued at up to $15,000 per calendar year, which amount is not grossed up for taxes (prior to January 1, 2010, the amount of the benefit was $10,000 per calendar year and was grossed up for taxes), to be used for miscellaneous expenses such as personal financial planning, spouse travel costs in connection with business-related travel, club memberships and/or tax and estate advice; a company car; and additional life and disability insurance due to the dollar limits of the Company’s disability insurance policies. As a result of local law and custom, different but comparable insurance programs and other benefits may apply to personnel, including Mr. Lim, who are located in countries outside of the United States.

Retirement Planning — 401(k) Plan

Structure. The 401(k) Plan, which is available to substantially all U.S. salaried employees, allows employees to defer a portion of their annual salaries into their personal accounts maintained under the 401(k) Plan. In addition, Plexus matches a portion of each employee’s contributions, up to a maximum of $9,800 per calendar year. Employees have a choice of investment alternatives, including a Plexus stock fund, in which to invest those funds.

Retirement Planning — Supplemental Executive Retirement Plan

Structure. As a consequence of Internal Revenue Code limitations on compensation which may be attributed to tax qualified retirement plans (such as the 401(k) Plan), we have also developed a supplemental executive retirement plan for our executive officers to address their particular circumstances and promote long term loyalty to Plexus until retirement. Plexus’ supplemental executive retirement plan (the “SERP”) is a deferred compensation plan which allows participants to defer taxes on current income. During fiscal 2000, the Committee established the current SERP arrangement. Under this plan, executive officers (other than Mr. Lim), may elect to defer some or all of their compensation. Plexus may also make discretionary contributions. Additionally, Plexus has purchased Company-owned life insurance on the lives of certain executives to meet the economic commitments associated with this plan. The plan allows investment of deferred compensation amounts on behalf of the participants into individual accounts and within these accounts, into one or more designated mutual funds or investments. These investment choices do not include Plexus stock. Deferred amounts and any earnings which may be credited become payable upon termination, retirement from Plexus, or in accordance with the executive’s individual deferral election.

All executive officers, other than Mr. Lim, participate in this program. Additionally, the Company can credit a participant’s account with a discretionary employer contribution. Any employer contributions to the SERP require Board approval. The SERP provides a vehicle for the Company to restore the lost deferral and matching opportunity caused by tax regulation limitations on such deferrals and matched contributions for highly compensated individuals; the Committee believes these limitations make supplemental retirement plans common practice in general industry. The Committee also believes that further retirement compensation through the SERP is appropriate to meet the market for executive compensation and to provide a stronger incentive for executives to remain with Plexus through retirement.

Fiscal 2010 Plan Activity.

	•		Contribution Formula. Under a funding plan adopted by the Committee in fiscal 2006, the SERP provides for an annual discretionary contribution of the greater of (a) 7% of the executive’s total targeted cash compensation, minus Plexus’ permitted contributions to the executive officer’s account in the 401(k) Plan, or (b) $13,500. Total targeted cash compensation is defined as base salary plus the targeted annual incentive plan bonus at the time of the Company’s contribution. The Committee adopted this approach for discretionary contributions to reflect competitive practices based on the research, analysis and recommendations of Towers Watson, its compensation consultant for that program. In fiscal 2008, Towers Watson (formerly known as Watson Wyatt) conducted a competitive analysis of the contribution formula and it was found to be reasonable and competitive.
	•		Employer Contributions. For fiscal 2010, the total employer contributions to the SERP accounts was $233,434 for all participants as a group, including $96,894 for the CEO. See footnote 4 to the “Summary Compensation Table.”
	•		Special Contribution. The SERP also allows the Committee to make discretionary contributions over and above the annual contribution noted above. In fiscal 2010, the Committee did not make any such contributions to any of the executive officers, including the named executive officers.

Fiscal 2011 Payment Schedule. The annual contribution made by the Company will be paid throughout the year on a bi-weekly basis. This schedule allows for dollar cost averaging and spreads the expense of the contribution across the fiscal year. If necessary, a true-up payment will be made at the end of the fiscal year so that the Company contribution will equal the greater of (a) 7% of the executive’s total targeted cash compensation, minus Plexus’ permitted contributions to the executive officer’s account in the 401(k) Plan, or (b) $13,500.

Foreign Retirement Arrangements

Since Mr. Lim is not a United States resident, he does not participate in the SERP or the 401(k) Plan. Rather, he participates in the Employees Provident Fund which is mandated by Malaysian law. Under law, minimum contributions of 12% of an employee’s wages (salary plus bonus) are required to be made by an employer; Plexus chose to make a contribution of 17% in fiscal 2010 in Mr. Lim’s case since it is Plexus’ practice in Malaysia to make higher contributions than the statutory minimum for personnel with relatively high levels of seniority and responsibility.

Employment and Change in Control Agreements

Structure. We do not generally have employment agreements with our executive officers; however, Plexus does maintain an employment agreement with our Chief Executive Officer in order to recognize the importance of his position, to help assure Plexus of continuing availability of Mr. Foate’s services over a period of time, and to protect the Company from competition post-employment. All executive officers and certain other key employees have change in control agreements (with the exception of Mr. Foate, who has change in control provisions as part of his employment agreement), to both help assure that executive officers will not be distracted by personal interests in the case of a potential acquisition of Plexus as well as to maintain their continuing loyalty. We also believe that competitive factors require us to provide these protections to attract and retain talented executive officers and key employees.

Mr. Foate’s employment agreement is described below in “Executive Compensation — Employment Agreements and Potential Payments Upon Termination or Change in Control — Mr. Foate’s Employment Agreement.” The change in control agreements with our executive officers (with the exception of Mr. Foate) are described below in “Executive Compensation — Employment Agreements and Potential Payments upon Termination or Change in Control — Change in Control Arrangements.” Please refer to those discussions for a further explanation of those agreements.

Determination of Benefit Levels. In general, the change in control agreements with executive officers provide that, upon termination in the event of a change in control, executive officers will receive compensation equaling three times annual salary plus targeted bonus, a continuation of health and retirement benefits for that period, and a gross-up payment for excise taxes. In addition, under the 2008 Long-Term Plan and its predecessor, the 2005 Equity Incentive Plan (the “2005 Equity Plan”), upon a change in control, all unvested awards will automatically vest for all award holders. Certain other key employees also have change in control agreements on substantially the same terms, although generally with only one or two years’ of coverage. In determining which employees should have change in control agreements, the Committee utilizes its guidelines, which focus on position, classification code, responsibilities and compensation level in order to minimize subjectivity.

The Committee originally set these benefit levels in 2008, when the agreements were updated and revised, and reviews them annually. It is the Committee’s view that the level of benefits, combined with the “double trigger” requiring both a change in control and a termination of employment, provides an appropriate balancing of the interests of the Company, its shareholders and its executives. Benefit levels, particularly the use of a measurement of up to three-times salary and a gross-up for excise taxes, are believed to be both in line with competitive standards and Plexus’ overall compensation policy and level of other benefits, as well as necessary and appropriate to attract and retain executive talent, particularly since most executives do not have an employment agreement. The Committee believes it is general market practice to provide that unvested awards will vest on a change in control, which is the case under the 2008 Long-Term Plan and the 2005 Equity Plan, as approved by Plexus’ shareholders. Therefore, offering a package that is consistent with market practices, is appropriate to help motivate executives to focus on the Company’s shareholders, even when the circumstance might jeopardize their employment. The Committee also intends that the potential expense of the agreements is reasonable as compared to total enterprise value. The Committee estimated that the agreements represented approximately 3.0% of the average of fiscal 2007 and fiscal 2006 total enterprise value at the time they were adopted; potential expense was estimated at 2.6% of fiscal 2010 total enterprise value as of the date of the Committee’s most recent determination. As noted above, the agreements contain a “double trigger,” which provides that benefits would only be paid to the executive officers in the event of a substantial impact upon their employment and compensation.

The Committee periodically reviews the scope and context of the change in control agreements. The Committee continues to believe, as noted above, that the change in control agreements will help motivate the executive officers to respond appropriately, for the benefit of the Company and its shareholders, in the case of a proposed acquisition of the Company which they might perceive would jeopardize their employment.

Tax Aspects of Executive Compensation

          The Committee generally attempts to preserve the tax deductibility under the Internal Revenue Code (the “Code”) of all executive compensation. However, at times and under certain circumstances, it believes that it is more important to provide appropriate incentives irrespective of tax consequences.

          Section 162(m) of the Code generally limits the corporate tax deduction for compensation paid to the executive officers that is not “performance-based” to $1 million annually per executive officer. Plexus has taken action with respect to the provisions of Section 162(m) so that compensation income relating to stock options, SARs, performance-based restricted stock and cash bonuses under the 2008 Long-Term Plan (and predecessor plans) is exempt. Compensation under these shareholder approved plans which is performance-based is generally not subject to the $1 million limitation; however, the grant of restricted shares without performance goals would not be considered to be performance-based and therefore would be subject to the limit along with cash salaries and bonuses. As a result of the shareholders’ approval of the 2008 Long-Term Plan (and its predecessor) and the

Purchase Plans, the Committee believes that most compensation income under these plans (other than any awards in the future of restricted stock or RSUs without performance goals, as is the case for the time vested RSUs granted in fiscal 2008, 2009 and 2010) would not be subject to the Code’s deduction limitation. However, if such restricted stock awards are made and/or any executive earns a sufficiently high VICP bonus, the covered compensation of some individuals could exceed $1 million and, in those cases, the excess would not currently be tax deductible. In some years, including fiscal 2010, the Company has foregone a portion of its tax deduction as a result of the size of VICP bonuses. To ameliorate these tax consequences in future years, the Company is seeking shareholder approval of the amendment to, and restatement of, the 2008 Long-Term Plan at the 2011 annual meeting. The Committee has no present intention to alter the mix of compensation to executive officers, since the Committee believes the current mix has been beneficial to achieving the Company’s goals.

          Other provisions of the Code also can affect the decisions which we make. Section 280G of the Code imposes a 20% excise tax upon executive officers who receive “excess” payments upon a change in control of a publicly-held corporation to the extent the payments received by them exceed an amount approximating three times their average annual compensation. The excise tax applies to all payments over one times average annual compensation. Plexus would also lose its tax deduction for “excess” payments. Our change in control agreements provide that benefits under them will be “grossed up” so that we also reimburse the executive officer for these tax consequences. Although these gross-up provisions and loss of deductibility would increase Plexus’ tax expense, the Committee believes it is important that the effects of this Code provision not negate the protections which it provides by means of the agreements.

          The Code was amended to provide a surtax under Section 409A, relating to various features of deferred compensation arrangements of publicly-held corporations for compensation deferred after December 31, 2004. Section 409A became fully effective on January 1, 2009. We conducted an extensive review of our benefit plans and employment arrangements to help assure they comply with Section 409A and that there are no adverse effects on Plexus or our executive officers as a result of these Code amendments. We made various changes to some of these plans and arrangements to ensure full compliance with the new rules under Section 409A; however, we do not expect these changes to have a material tax or financial consequence on Plexus.

COMPENSATION COMMITTEE REPORT

          The duties and responsibilities of the Compensation and Leadership Development Committee of the board of directors are set forth in a written charter adopted by the board, as set forth on the Company’s website as described above under “Corporate Governance—Board Committees—Compensation and Leadership Development Committee.” The Committee reviews and reassesses this charter annually and recommends any changes to the board for approval.

          As part of the exercise of its duties, the Committee has reviewed and discussed with management the above “Compensation Discussion and Analysis” contained in this proxy statement. Based upon that review and those discussions, the Committee recommended to the board of directors that the Compensation Discussion and Analysis be incorporated by reference in Plexus’ annual report to shareholders on Form 10-K and included in this proxy statement.

Members of the Compensation and Leadership Development Committee:

Stephen P. Cortinovis, Chair
Peter Kelly
Phil R. Martens*
Michael V. Schrock
Charles M. Strother, MD

*     Mr. Martens was appointed to the Committee in early fiscal 2011.

EXECUTIVE COMPENSATION

          This section provides further information about the compensation paid to, and other compensatory arrangements with, our executive officers.

SUMMARY COMPENSATION TABLE

          The following table sets forth a summary of the compensation which we paid for fiscal 2010 to our Chief Executive Officer, our Chief Financial Officer and the three executive officers who had the highest compensation of our other executive officers (collectively, the “named executive officers”). More detailed information is presented in the other tables and explanations which follow the following table.

																						Non-Equity
																						Incentive
														Stock				Option				Plan				All Other
						Salary				Bonus				Awards				Awards				Compensation				Compensation				Total
Name and Principal Position		Year				($)(1)				($)(2)				($)(3)*				($)(3)*				($)(2)				($)(4)				($)*
Dean A. Foate			2010			$	766,632			$	144,742			$	696,980			$	1,201,993			$	1,382,885			$	140,508			$	4,333,740
President and Chief			2009				745,673				147,222				368,898				740,343				0				134,620				2,136,756
Executive Officer			2008				672,981				129,212				652,793				882,829				635,240				115,907				3,088,962
Ginger M. Jones			2010				349,537				32,654				169,995				293,169				314,654				63,284				1,223,293
Vice President and Chief			2009				339,529				29,166				476,238				180,572				0				55,343				1,080,848
Financial Officer			2008				302,057				26,899				139,262				188,337				142,519				51,077				850,151
Michael D. Buseman			2010				320,538				30,100				212,494				351,945				289,731				59,083				1,263,891
Senior Vice President, Global Manufacturing Operations (5)			2009				303,654				26,467				604,993				180,572				0				59,373				1,175,059
Todd P. Kelsey Senior Vice President, Global Customer Services (6)			2010				291,807				27,616				212,494				351,945				262,731				51,828				1,198,421
Yong Jin Lim			2010				301,413				22,642				169,995				293,169				217,018				89,768				1,094,005
Regional President —			2009				267,708				18,510				476,238				180,572				0				99,141				1,042,169
Plexus APAC			2008				239,371				16,852				104,447				141,253				90,383				76,075				668,381

						Company								Executive								Additional
						Matching				Company				Flexible								Life and
						Contribution				Contribution				Perquisite				Value of				Disability
		Year				to 401(k) Plan				to SERP				Benefit				Company Car				Insurance				Total
Mr. Foate			2010			$	9,800			$	96,894			$	12,482			$	10,936			$	10,396			$	140,508
			2009				6,125				98,875				17,219				2,101				10,300				134,620
			2008				5,750				88,750				9,706				2,356				9,345				115,907
Ms. Jones			2010				10,111				27,341				14,294				10,515				1,023				63,284
			2009				8,761				29,050				13,302				3,311				919				55,343
			2008				1,934				30,325				17,855				963				—				51,077
Mr. Buseman			2010				8,423				24,489				15,002				10,242				927				59,083
			2009				5,414				25,375				16,931				10,861				792				59,373
Mr. Kelsey			2010				10,660				21,397				8,728				10,284				759				51,828
Mr. Lim			2010				—				57,559				—				18,112				14,097				89,768
			2009				—				66,589				—				17,330				15,222				99,141
			2008				—				43,409				—				17,462				15,204				76,075

GRANTS OF PLAN-BASED AWARDS
2010

     The following table sets forth information about stock and option awards that were granted to the named executive officers in fiscal 2010 under the 2008 Long-Term Plan, as well as information about the potential cash bonus awards dependent on quantifiable corporate performance goals which those executive officers could earn for fiscal 2010 performance (to be paid in fiscal 2011) under the VICP and long-term cash awards. As a result of fiscal 2010 corporate performance, bonuses based on these criteria were earned in 2010, as set forth under the “Non-Equity Incentive Compensation” column in the “Summary Compensation Table” above. We provide further information about both potential compensation under the VICP and awards under the 2008 Long-Term Plan in fiscal 2010 in the table below, and additional information about those plans following the table.

												Estimated Future Payouts Under																				All Other
												Non-Equity Incentive Plan Awards															All Other					Option					Exercise					Closing
																											Stock Awards:					Awards:					or					Market					Grant Date
																											Number of					Number of					Base Price					Price on					Fair Value
																											Shares of					Securities					of Option					Grant					of Stock
				Award			Grant					Threshold					Target					Maximum*					Stocks or					Underlying					Awards					Date					and Option
	Name			Type			Date					($)(1)					($)(1)					($)(1)					Units (#)					Options (#)					($/sh) (2)					($/sh) (2)					Awards ($)
	Mr. Foate			VICP*				12/17/09				$	1				$	614,615				$	1,382,885					—					—					—					—					—
				RSUs (3)				01/25/10					—					—					—					20,500	(3)				—					—					—				$	696,980
				Long-term cash (4)				01/25/10					—					350,550					—					—					—					—					—					—
				Options				11/02/09					—					—					—					—					20,500				$	25.335				$	25.20					238,064
								01/25/10					—					—					—					—					20,500					33.999					34.26					320,163
								04/23/10					—					—					—					—					20,500					38.24					37.95					362,528
								07/26/10					—					—					—					—					20,500					30.475					31.04					281,237
	Ms. Jones			VICP*				12/17/09					1					139,846					314,654					—					—					—					—					—
				RSUs (3)				01/25/10					—					—					—					5,000	(3)				—					—					—					169,995
				Long-term cash (4)				01/25/10					—					85,500					—					—					—					—					—					—
				Options				11/02/09					—					—					—					—					5,000					25.335					25.20					58,065
								01/25/10					—					—					—					—					5,000					33.999					34.26					78,089
								04/23/10					—					—					—					—					5,000					38.24					37.95					88,422
								07/26/10					—					—					—					—					5,000					30.475					31.04					68,595
	Mr. Buseman			VICP*				12/17/09					1					128,769					289,731					—					—					—					—					—
				RSUs (3)				01/25/10					—					—					—					6,250	(3)				—					—					—					212,494
				Long-term cash (4)				01/25/10					—					106,875					—					—					—					—					—					—
				Options				11/02/09					—					—					—					—					5,000					25.335					25.20					58,065
								01/25/10					—					—					—					—					6,250					33.999					34.26					97,611
								04/23/10					—					—					—					—					6,250					38.24					37.95					110,527
								07/26/10					—					—					—					—					6,250					30.475					31.04					85,743
	Mr. Kelsey			VICP*				12/17/09					1					116,769					262,731					—					—					—					—					—
				RSUs (3)				01/25/10					—					—					—					6,250	(3)				—					—					—					212,494
				Long-term cash (4)				01/25/10					—					106,875					—					—					—					—					—					—
				Options				11/02/09					—					—					—					—					5,000					25.335					25.20					58,065
								01/25/10					—					—					—					—					6,250					33.999					34.26					97,611
								04/23/10					—					—					—					—					6,250					38.24					37.95					110,527
								07/26/10					—					—					—					—					6,250					30.475					31.04					85,743
	Mr. Lim			VICP*				12/17/09					1					96,452					217,018					—					—					—					—					—
				RSUs (3)				01/25/10					—					—					—					5,000	(3)				—					—					—					169,995
				Long-term cash (4)				01/25/10					—					85,500					—					—					—					—					—					—
				Options				11/02/09					—					—					—					—					5,000					25.335					25.20					58,065
								01/25/10					—					—					—					—					5,000					33.999					34.26					78,089
								04/23/10					—					—					—					—					5,000					38.24					37.95					88,422
								07/26/10					—					—					—					—					5,000					30.475					31.04					68,595