Exhibit 10.28
Amended as of May 24, 2007
2000
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 10 days after 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 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 management), (ii) a substantial reduction in
Optionee’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
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 2000 Management
Stockholder’s Agreement, as amended as of the Grant Date
between the Optionee and the Company.
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 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 Fourth Amended 2000 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 -
[Intentionally left blank]
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.
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.
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 segment or Subsidiary of the Company shall not
cause an Option to Purchase to become immediately
exercisable. Pursuant to th
