Exhibit 10.55
[FORM OF] SALE PARTICIPATION
AGREEMENT
Dear Optionee:
You have entered into a Management
Stockholder’s Agreement, dated as of the Grant Date, between
Amphenol Corporation, a Delaware corporation (“the
Company”), and you (the “Stockholder’s
Agreement”). In connection with the Stockholder’s
Agreement, KKR Partners II, L.P., a Delaware limited partnership
(“KKR Partners”), NXS Associates, L.P., a Delaware
limited partnership (“Associates”), KKR 1996 Fund L.P.,
a Delaware limited partnership (“KKR 1996”), and NXS I,
L.L.C., a Delaware limited liability company (“NXS
LLC”) hereby agree with you as follows:
1. Unless otherwise provided
by a decision of the Compensation Committee of the Board of
Directors of the Company acting pursuant to Section 8 of the
Stockholder’s Agreement, in the event that at any time KKR
Partners, Associates, KKR 1996 or NXS LLC, as the case may be
(each, a “Selling Party” and collectively, the
“Selling Parties”), proposes to sell any shares of
Common Stock of the Company owned by it, in any transaction other
than a sale to an affiliate of KKR Partners, Associates, KKR 1996
or NXS LLC, as the case may be, the Selling Party will promptly
notify you or your Management Stockholder’s Estate or your
Management Stockholder’s Trust (as such terms are defined in
the Stockholder’s Agreement collectively hereinafter referred
to as “Management Stockholder” or “you” or
“your”), as the case may be, in writing (a
“Notice”) of such proposed sale (a “Proposed
Sale”) including the material terms of the Proposed Sale as
of the date of the Notice (the “Material Terms”) and in
any event such Notice will be provided not less than 10 business
days prior to the consummation of the Proposed Sale and not more
than 5 business days after the execution of the definitive
agreement relating to the Proposed Sale, if any (the “Sale
Agreement”). If, within 2 business days of Management
Stockholder’s receipt of such Notice, the Selling Party
receives a written request (a “Request”) from you to
include Common Stock held pursuant to the Stockholder’s
Agreement by you in the Proposed Sale (which Request shall be
irrevocable unless (a) there shall be a material adverse change in
the Material Terms or (b) if otherwise mutually agreed to in
writing by you, and the Selling Party), the Common Stock so held by
you, except as may otherwise be provided by a decision of the
Compensation Committee of the Board of Directors of the Company
acting pursuant to Section 8 of the Stockholder’s
Agreement, will be so included in the Proposed Sale as provided
herein; provided that only one Request, which shall be executed by
you, may be delivered with respect to any Proposed Sale for all
Common Stock held by you. Any Common Stock held by you which
is not subject to the terms and conditions of the
Stockholder’s Agreement shall not be included in any Proposed
Sale, and references to Common Stock herein shall be construed
accordingly. Promptly after the consummation of the
transactions contemplated thereby, the Selling Party will furnish
you with a copy of the Sale Agreement, if any. In the event
that KKR Partners and any or all of Associates, KKR 1996 and/or NXS
LLC propose to sell shares of Common Stock in the Proposed Sale,
the term “Selling Partnership” shall refer only to
Associates, KKR 1996 and/or NXS LLC, as the case may be, and not to
KKR Partners.
