Exhibit 10.25
As
of May 24, 2007
2000 MANAGEMENT
STOCKHOLDER’S AGREEMENT
WHEREAS, this
Management Stockholder’s Agreement (this
“Agreement”) is entered into as of the Grant
Date (the “ Base Date ”) between Amphenol
Corporation, a Delaware Corporation (the “Company”),
and the Optionee (the “Management Stockholder”) (the
Company and the Management Stockholder being hereinafter
collectively referred to as the “Parties”).
WHEREAS, the
Company has granted (and in the future may make additional grants
to) certain key employees of the Company (including the Management
Stockholder) options to purchase shares of the Company’s
common stock (the “Common Stock”) at a fixed exercise
price per share (the “ Base Price ”) pursuant to
the terms of the Fourth Amended 2000 Stock Purchase and Option Plan
for Key Employees of Amphenol Corporation and Subsidiaries (the
“ Option Plan ”) and the related 2000
Non-Qualified Stock Option Grant Agreement (any and all grants
under the Option Plan are hereinafter referred to as the
“2000 Options”).
WHEREAS, this
Agreement is one of several agreements (“Other Management
Stockholders’ Agreements”) which have been, or which in
the future will be, entered into between the Company and other
individuals who are or will be key employees of the Company or one
of its subsidiaries (collectively, the “ Other Management
Stockholders ”).
NOW THEREFORE, to
implement the foregoing and in consideration of the grant of the
Options and of the mutual agreements contained herein, the Parties
agree as follows:
1.
Common Stock; Issuance of Options .
(a)
The Company shall have no obligation to sell any Common Stock upon
the exercise of an Option to Purchase or otherwise to any person
who is a resident or citizen of a state or other jurisdiction in
which the sale of Common Stock to him or her would constitute a
violation of the securities or “blue sky” laws of such
jurisdiction.
(b)
Subject to the terms and conditions hereinafter set forth as of the
Base Date (which Base Date shall be different for future option
awards, if any), the Company shall issue to the Management
Stockholder the Option to Purchase (as set forth in the applicable
Certificate of Stock Option Grant ) and the Optionee shall
accept the applicable 2000 Non-Qualified Stock Option Grant
Agreement as a precondition to the effectiveness of the Option to
Purchase.
2.
Management Stockholder’s Representations, Warranties and
Agreements .
(a)
The Management Stockholder agrees and acknowledges that he will
not, directly or indirectly, offer, transfer, sell, assign, pledge,
hypothecate or otherwise dispose of (any such act being referred to
herein as a “transfer”) any of the Common Stock
issuable upon exercise of the 2000 Options (the “Option
Stock”) unless such transfer complies with Section 3 of this
Agreement. If the Management Stockholder is an affiliate (as
defined under Rule 405 of
the rules and
regulations promulgated under the Securities Act of 1933, as
amended, (the “Act”) and as interpreted by the Board of
Directors of the Company) of the Company (an
“Affiliate”), the Management Stockholder also agrees
and acknowledges that he will not transfer any shares of the Stock
unless (i) the transfer is pursuant to an effective registration
statement under the Act, and in compliance with applicable
provisions of state securities laws or (ii) (A) counsel for the
Management Stockholder (which counsel shall be reasonably
acceptable to the Company) shall have furnished the Company with an
opinion, satisfactory in form and substance to the Company, that no
such registration is required because of the availability of an
exemption from registration under the Act and (B) if the Management
Stockholder is a citizen or resident of any country other than the
United States, or the Management Stockholder desires to effect any
transfer in any such country, counsel for the Management
Stockholder (which counsel shall be reasonably satisfactory to the
Company) shall have furnished the Company with an opinion or other
advice reasonably satisfactory in form and substance to the Company
to the effect that such transfer will comply with the securities
laws of such jurisdiction. Notwithstanding the foregoing, the
Company acknowledges and agrees that any of the following transfers
are deemed to be in compliance with the Act and this Agreement and
no opinion of counsel is required in connection therewith: (x) a
transfer made pursuant to Sections 4, 8 or 9 hereof, (y) a transfer
upon the death of the Management Stockholder to his executors,
administrators, testamentary trustees, legatees or beneficiaries
(the “Management Stockholder’s Estate”) or a
transfer to the executors, administrators, testamentary trustees,
legatees or beneficiaries of a person who has become a holder of
Stock in accordance with the terms of this Agreement, provided that
it is expressly understood that any such transferee shall be bound
by the provisions of this Agreement and (z) a transfer made after
the Base Date in compliance with the federal securities laws to a
trust or custodianship the beneficiaries of which may include only
the Management Stockholder, his spouse or his lineal descendants (a
“Management Stockholder’s Trust”) provided that
such transfer is made expressly subject to this
Agreement.
(b)
If any shares of the Stock are to be disposed of in accordance with
Rule 144 under the Act or otherwise, the Management Stockholder
shall promptly notify the Company of such intended disposition and
shall deliver to the Company at or prior to the time of such
disposition such documentation as the Company may reasonably
request in connection with such sale and, in the case of a
disposition pursuant to Rule 144, shall deliver to the Company an
executed copy of any notice on Form 144 required to be filed with
the Securities and Exchange Commission (the “SEC”).
3.
Restriction on Transfer
No transfer of
Option Stock in violation of this Agreement shall be made or
recorded on the books of the Company and any such transfer shall be
void and of no effect.
4.
Definitions
For purposes of
this Agreement the following definitions shall apply:
“Cause” shall mean (i) the Management
Stockholder’s willful and continued failure to perform
Management Stockholder’s duties with respect to the Company
or its subsidiaries which continues beyond ten days after a written
demand for substantial performance is delivered to Management
Stockholder by the Company or (ii) misconduct by Management
Stockholder involving (x) dishonesty or breach of trust in
connection with Management Stockholder’s
employment or (y)
conduct which would be a reasonable basis for an indictment of
Management Stockholder for a felony or for a misdemeanor involving
moral turpitude or (z) which the Committee determines is likely to
result in a demonstrable injury to the Company; and “Good
Reason” shall mean (i) reduction in Management
Stockholder’s base salary (other than a broad based salary
reduction program affecting many members of management), (ii) a
substantial reduction in Management Stockholder’s duties and
responsibilities other than as approved by the Chief Executive
Officer of the Company as of the date of this Agreement, (iii) the
elimination or reduction of the Management Stockholder’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 Management Stockholder’s primary
workplace by more than fifty (50) miles from the workplace as of
the date hereof.
5.
Continuing Effectiveness of Agreement
The Company may
from time to time grant to the Management Stockholder additional
options under the Option Plan, as currently in effect and as it may
be amended from time to time, to purchase shares of Common Stock at
a different Base Price. Unless agreed otherwise any and all
option awards made on or after May 24, 2007 under the Option Plan,
as currently in effect or as it may be amended from time to time,
shall be subject to the terms and conditions of this
Agreement.
6.
The Company’s Representations and Warranties.
(a)
The Company represents and warrants to the Management Stockholder
that (i) this Agreement has been duly authorized, executed and
delivered by the Company and (ii) the Stock, when issued and
delivered in accordance with the terms hereof, will be duly and
validly issued, fully paid and nonassessable.
(b)
The Company will file the reports required to be filed by it under
the Act and the Securities Exchange Act of 1934 (the
“Exchange Act”) and the rules and regulations adopted
by the SEC thereunder, to the extent required from time to time to
enable the Management Stockholder to sell shares of Stock without
registration under the Act within the limitations of the exemptions
provided by (A) Rule 144 under the Act, as such Rule may be amended
from time to time, or (B) any similar rule or regulation hereafter
adopted by the SEC. Notwithstanding anything contained in
this Section 6(b), the Company may de-register under Section 12 of
the Act if it is then permitted to do so pursuant to the Exchange
Act and the rules and regulations thereunder and, in such
circumstances, shall not be required hereby to file any reports
which may be necessary in order for Rule 144 or any similar rule or
regulation under the Act to be available. Nothing in this
Section 6(b) shall be deemed to limit in any manner the
restrictions on sales of Stock otherwise contained in this
Agreement.
7.
Rights to Negotiate Purchase .
Nothing in this
Agreement shall be deemed to restrict or prohibit the Company from
purchasing shares of Option Stock or the 2000 Options from the
Management Stockholder, at any time, upon such terms and
conditions, and for such price, as may be mutually agreed upon
between the Parties.
8.
Notice of Change of Beneficiary .
Immediately prior
to any transfer of Stock to a Management Stockholder’s Trust,
the Management Stockholder shall provide the Company with a copy of
the instruments creating the Management Stockholder’s Trust
and with the identity of the beneficiaries of the Management
Stockholder’s Trust. The Management Stockholder shall
notify the Company immediately prior to any change in the identity
of any beneficiary of the Management Stockholder’s
Trust.
9.
Recapitalizations, etc.
The provisions of
this Agreement shall apply, to the full extent set forth herein
with respect to the Option Stock or the 2000 Options, to any and
all shares of capital stock of the Company or any capital stock,
partnership units or any other security evidencing ownership
interests in any successor or assign of the Company (whether by
merger, consolidation, sale of assets or otherw
