Exhibit 10.8
(As of May 20, 2009)
2009 NON-QUALIFIED STOCK OPTION
GRANT AGREEMENT
THIS AGREEMENT, dated as of the
Grant Date, is made by and between AMPHENOL CORPORATION a Delaware
corporation (hereinafter referred to as the “Company”),
and the holder of the Certificate of Stock Option Grant , an
employee of the Company or a Subsidiary (as defined below)
(hereinafter referred to as “Optionee”).
WHEREAS, the Company wishes to
afford the Optionee the opportunity to purchase shares of its
Class A Common Stock, par value $.001 per share (the
“Common Stock”) as indicated in the Certificate of
Stock Option Grant ;
WHEREAS, the Company wishes to carry
out the Plan (as hereinafter defined), the terms of which are
hereby incorporated by reference and made a part of this Agreement;
and
WHEREAS, the Committee (as
hereinafter defined), appointed to administer the Plan, has
determined that it would be to the advantage and best interest of
the Company and its stockholders to grant the Non-Qualified Option
to Purchase provided for herein to the Optionee as an incentive for
increased efforts during his or her employment with the Company or
its Subsidiaries, and has advised the Company thereof and
instructed the Company to cause its representatives to issue the
Certificate of Stock Option Grant ;
NOW, THEREFORE, in consideration of
the mutual covenants herein contained and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties
hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever the following terms are
used in this Agreement, they shall have the meaning specified in
the Plan or below unless the context clearly indicates to the
contrary.
Section 1.1—Affiliate
“Affiliate” shall mean,
with respect to the Company, any corporation or entity directly or
indirectly controlling, controlled by, or under common control
with, the Company.
Section 1.2—Cause
“Cause” shall mean,
(i) the Optionee’s willful and continued failure to
perform his or her duties with respect to the Company or its
Subsidiaries which continues beyond 5 busines days notice is
provided to the Optionee by the Company or (ii) misconduct by
the Optionee (x) involving dishonesty or breach of trust in
connection with Optionee’s employment, (y) which would
be a reasonable basis for an indictment of the Optionee of a felony
or a misdemeanor
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involving moral turpitude or (z) which the
Committee determines is likely to result in a demonstrable injury
to the Company.
Section 1.3—Change of
Control
“Change of Control”
shall mean (i) a sale of all or substantially all of the
assets of the Company or (ii) an acquisition of voting stock
of the Company resulting in more than 50% of the voting stock of
the Company being held by a Person or Group. See 3.1(a) for
application of Change of Control.
Section 1.4—Code
“Code” shall mean the
Internal Revenue Code of 1986, as amended.
Section 1.5—Committee
“Committee” shall mean
the Compensation Committee of the Board of Directors of the
Company.
Section 1.6—Good
Reason
“Good Reason” shall mean
(i) a reduction in Optionee’s base salary (other than a
broad based salary reduction program affecting many members of
senior management of the Company or the group or business unit that
employs the Optionee), (ii) a substantial reduction in
Optionee’s duties and responsibilities other than as approved
by the Chief Executive Officer of the Company, (iii) the
elimination or reduction of the Optionee’s eligibility to
participate in the Company’s benefit programs that is
inconsistent with the eligibility of similarly situated employees
of the Company to participate therein, or (iv) an involuntary
transfer of the Optionee’s primary workplace by more than
fifty (50) miles from the workplace as of the date
hereof.
Section 1.7—Grant Date
“Grant Date” shall mean
the date as of which the Option to Purchase provided for in this
Agreement was granted.
Section 1.8—Group
“Group” means two or
more Persons acting together as a partnership, limited partnership,
syndicate or other group for the purpose of acquiring, holding or
disposing of securities of the Company.
Section 1.9—Management
Stockholder’s Agreement
“Management
Stockholder’s Agreement” shall mean the 2009 Management
Stockholder’s Agreement, as amended as of the Grant Date,
between the Optionee and the Company.
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Section 1.10—Option to
Purchase
“Option to Purchase”
shall mean the non-qualified option to purchase Common Stock
granted under the Certificate of Stock Option Grant
.
Section 1.11—Permanent
Disability
The Optionee shall be deemed to have
a “Permanent Disability” if the Optionee is unable to
engage in the activities required by the Optionee’s job by
reason of any medically determined physical or mental impairment
which can be expected to result in death within a period of
12 months or which has lasted or can be expected to last for a
continuous period of not less than 12 months.
Section 1.12—Person
“Person” means an
individual, partnership, corporation, business trust, joint stock
company, trust, unincorporated association, joint venture,
governmental authority or other entity of whatever
nature.
Section 1.13—Plan
“Plan” shall mean The
2009 Stock Purchase and Option Plan for Key Employees of Amphenol
and Subsidiaries.
Section 1.14—Pronouns
The masculine pronoun shall include
the feminine and neuter, and the singular and the plural, where the
context so indicates.
Section 1.15—Retirement
“Retirement” shall mean
the voluntary termination of employment of the Optionee with the
Company at age 65 or older following a minimum of five
(5) years of employment with the Company and/or a Subsidiary
of the Company or the voluntary termination of employment of the
Optionee with the Company at age 55 or older following a minimum of
ten (10) years of employment with the Company and/or a
Subsidiary of the Company.
Section 1.16—Secretary
“Secretary” shall mean
the Secretary or an Assistant Secretary of the Company.
Section 1.17—Subsidiary
“Subsidiary” shall mean
any corporation in an unbroken chain of corporations beginning with
the Company if each of the corporations, or group of commonly
controlled corporations (other than the last corporation in the
unbroken chain), then owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the
other corporations in such chain.
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Section 1.18—Trigger
Date
“Trigger Date” shall
mean the date hereof.
ARTICLE II
GRANT OF OPTION TO PURCHASE
Section 2.1—Grant of Option to
Purchase
For good and valuable consideration,
on and as of the Grant Date hereof, the Company irrevocably grants
to the Optionee, subject to Section 2.4, an Option to Purchase
any part or all of an aggregate of shares of its $.001 par value
Class A Common Stock as indicated in the Certificate of
Stock Option Grant upon the terms and conditions set forth in
this Agreement.
Section 2.2—Grant
Price
Subject to Section 2.4, the
exercise price of the shares of stock covered by the Option to
Purchase (the “Option to Purchase Grant Price”) shall
be as indicated in the Certificate of Stock Option Grant per
share without commission or other charge.
Section 2.3—No Right to
Employment
Nothing in this Agreement or in the
Plan shall confer upon the Optionee any right to continue in the
employ of the Company or any Subsidiary or shall interfere with or
restrict in any way the rights of the Company and its Subsidiaries,
which are hereby expressly reserved, to terminate the employment of
the Optionee at any time for any reason whatsoever, with or without
Cause.
Section 2.4—Adjustments in Option to
Purchase Pursuant to Merger, Consolidation, etc.
Subject to Section 9 of the
Plan, in the event that the outstanding shares of the stock subject
to an Option to Purchase are, from time to time, changed into or
exchanged for a different number or kind of shares of the Company
or other securities of the Company by reason of a merger,
consolidation, recapitalization, reclassification, stock split,
stock dividend, combination of shares, or otherwise, the Committee
shall make an adjustment in the number and kind of shares and/or
the amount of consideration as to which or for which, as the case
may be, such Option to Purchase, or portions thereof then
unexercised, shall be exercisable, in such manner as the Committee
determines is reasonably necessary to maintain as nearly as
practicable the rights, benefits and obligations that the parties
would have had absent such event. Any such adjustment made by the
Committee shall be final and binding upon the Optionee, the Company
and all other interested persons.
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ARTICLE III
PERIOD OF EXERCISABILITY
Section 3.1—Commencement of
Exercisability
(a)
an Option to Purchase shall become
exercisable as follows:
|
Date Option to Purchase
Becomes Exercisable
|
|
Percentage of Option to
Purchase
Shares Granted As to Which
Option to Purchase Is Exercisable
|
|
|
After the first anniversary of the
Trigger Date
|
|
20
|
%
|
|
After the second anniversary of the
Trigger Date
|
|
40
|
%
|
|
After the third anniversary of the
Trigger Date
|
|
60
|
%
|
|
After the fourth anniversary of the
Trigger Date
|
|
80
|
%
|
|
After the fifth anniversary of the
Trigger Date
|
|
100
|
%
|
Notwithstanding the foregoing,
(x) no Option to Purchase shall become exercisable prior to
the time the Plan is approved by the Company’s stockholders,
and (y) subject to the immediately preceding clause (x),
the Option to Purchase shall become immediately exercisable as to
100% of the shares of Common Stock subject to such Option to
Purchase immediately prior to a Change of Control (but only to the
extent such Option to Purchase has not otherwise terminated or
become exercisable). The sale or disposition of a division,
business segm
