Exhibit 10.29
THE AMENDED 2004 STOCK OPTION
PLAN FOR
DIRECTORS OF AMPHENOL
CORPORATION
I. PURPOSE OF PLAN;
DEFINITIONS.
1.1
Purpose.
The purpose of the 2004 Stock Option
Plan for Directors of Amphenol Corporation (the “Plan”)
is to strengthen Amphenol Corporation, a Delaware corporation (the
“Company”), by providing an additional means of
attracting, retaining and compensating highly qualified individuals
for service as members of the Board of Directors of the Company.
The Plan enables non-employee directors to increase their ownership
of the Company’s common stock, allowing them to have a
greater personal financial stake in the Company and underscoring
their common interest with stockholders in increasing the value of
the Company’s common stock in the long term.
1.2
Definitions.
For purposes of this Plan, the
following terms shall be defined as indicated, unless otherwise
clearly required by the context in which the term
appears:
“ Board of Directors
” shall mean the Board of Directors of the
Company.
“ Code ” shall
mean the Internal Revenue Code of 1986, as amended.
“ Common Stock ”
shall mean the authorized and issuable common stock of the Company
($.01 par value).
“ Fair Market Value
” shall mean (i) the closing price for the Common Stock
on the composite tape of the New York Stock Exchange, (ii) if
the stock is no longer listed or admitted to trade on the New York
Stock Exchange, the closing price for the Common Stock as furnished
by the National Association of Securities Dealers, Inc.
through NASDAQ or a similar organization if NASDAQ is no longer
reporting such information, or (iii) if the Common Stock is no
longer listed or admitted to trade on any national securities
exchange and if sales prices for the Common Stock are not so
furnished through NASDAQ or a similar organization, the fair market
value of the Common Stock, as determined in good faith by the Board
of Directors or an authorized committee thereof in such manner as
it deems appropriate, taking into consideration, among other
things, recent sales of the Common Stock.
“ Non-Employee Director
” shall mean each member of the Board of Directors who is not
a current employee or a current officer of the Company or any of
its Subsidiaries.
“ Nonstatutory Options
” shall mean an option granted pursuant to the Plan which
does not qualify as an incentive stock option under
Section 422 of the Code.
1
“ Option(s) ”
shall mean option(s) to purchase Common Stock under this
Plan.
“ Option Price ”
shall have the meaning set forth in Section 3.2
hereof.
“ Person ” shall
mean any individual, partnership, joint venture, corporation,
association, trust, or any other entity or organization, including
a government or political subdivision or any agency or
instrumentality thereof.
II. ADMINISTRATION;
PARTICIPATION.
2.1
Administration.
This Plan shall be administered by
the Board of Directors. Subject to the express provisions of this
Plan, the Board of Directors shall have the authority to construe
and interpret this Plan and any agreements defining the rights and
obligations of the Company and participants under this Plan, to
further define the terms used in this Plan, to prescribe, amend and
rescind rules and regulations relating to the administration
of this Plan and to make all other determinations necessary or
advisable for the administration of this Plan. The determinations
of the Board of Directors on the foregoing matters shall be
conclusive.
2.2.
Participation.
All Non-Employee Directors shall be
eligible to participate in this Plan.
2.3
Stock Subject to the
Plan.
Subject to Section 4.1 hereof,
the stock to be offered under this Plan shall be shares of
authorized but unissued Common Stock or Common Stock held in
treasury. The aggregate amount of Common Stock to be delivered upon
exercise of Options granted under the Plan shall not exceed the sum
of 500,000 shares of Common Stock. Such amount of Common Stock is
hereby reserved for issuance under this Plan. If any Option shall
expire or terminate for any reason without having been fully
exercised, the unexercised shares subject thereto shall again be
available for the purposes of this Plan.
2.4
Stock Option
Agreements.
Each Option granted pursuant to this
Plan shall be evidenced by a written stock option agreement (any of
which are at times herein referred to as an “Option
Agreement” or, collectively, as “Option
Agreements”).
III. OPTIONS.
3.1
Annual Grant of Nonstatutory
Options.
Only Nonstatutory Options may be
granted under this Plan. On the first business day following the
day of each annual meeting of the stockholders of the Company
beginning in 2004, each person who is then a Non-Employee Director
shall automatically and without further action by the Board of
Directors be granted a Nonstatutory Option to purchase 10,000
shares of
2
Common Stock, subject to adjustment and
substitution as set forth in Article IV. If the number of
shares then remaining available for the grant of stock options
under the Plan is not sufficient for each Non-Employee Director to
be granted an Option for 10,000 shares (or the number of adjusted
or substituted shares pursuant to Article IV), then each
Non-Employee Director shall be granted an Option for a number of
whole shares equal to the number of shares then remaining available
divided by the number of Non-Employee Directors, disregarding any
fractions of shares.
3.2
Option Price.
Except as otherwise provided herein,
the purchase price per share of the Common Stock covered by each
Option (the “Option Price”) shall be one hundred
percent (100%) of the Fair Market Value on the date of grant. The
Option Price of any share purchased shall be paid in full at the
time of each purchase in cash, by check, or, provided that all
necessary regulatory approvals have been received, and provided
further that the Option Agreement provides for such exercise, the
person exercising the Option may deliver in payment of all or a
portion of the Option Price certificates for other shares of Common
Stock that have been held by such person for at least six
(6) months (such other shares shall be valued at the Fair
Market Value of such Common Stock as of the date of exercise of the
Option).
3.3
Option Period.
Except as otherwise provided herein
or as otherwise determined by the Board of Directors, each Option
and all rights or obligations thereunder shall expire on such date
as shall be provided in the Option Agreement, but not later than
the tenth anniversary of the date on which the Option is granted
and shall be subject to earlier termination as hereinafter
provided.
3.4
Exercise of
Options.
Each Option shall become vested and
exercisable in accordance with the following schedule:
|
1 st anniversary of grant
date
|
|
33 1
/ 3 %
|
|
2 nd anniversary of grant
date
|
|
66 2
/ 3 %
|
|
3 rd anniversary of grant
date
|
|
100%
|
Notwithstanding the foregoing,
Options shall become fully vested and exercisable upon the
holder’s permanent disability (as defined in
Section 3.7), death or retirement from the Board of Directors.
“Retirement” shall mean a Non-Employee Director’s
resignation or removal from the Board of Directors at any time
after he or she has completed five years of service as a
Non-Employee Director following the date of the initial Grant of an
Option to such Non-Employee Director under the Plan. If an Option
holder ceases to be a Director of the Company for any reason other
than permanent disability, death or retirement, the Board of
Directors, in its discretion, may determine that any outstanding
Option shall become fully vested and exercisable.
If the holder of an Option shall not
purchase all of the shares which the holder is entitled to
purchase, the holder’s right to purchase any shares not so
purchased shall continue until the expiration or earlier
termination of the holder’s Option. No Option shall be
exercisable except in
3
respect of whole shares, and fractional share
interests shall be disregarded except that they may be accumulated
in accordance with the previous sentence of this Section 3.4.
No fewer than 100 shares may be purchased at one time unless the
number purchased is the total number at the time available for
purchase under the Option. The Board of Directors may impose such
conditions or limitations, as shall be specified in the applicable
Option Agreement, on the sale or transfer of Common Stock acquired
upon exercise of an Option as it may deem necessary or
desirable.
An Option shall be deemed to be
exercised when the Secretary of the Company receives written notice
of such exercise from the person entitled to exercise the Option,
together with payment in full of the Option Price made in
accordance with Section 3.2 of this Plan and all applicable
withholding taxes.
3.5
Nontransferability of
Options.
An Option granted under this Plan
shall, by its terms, be nontransferable by the grantee other than
by will or the laws of descent and distribution, and shall be
exercised during the grantee’s lifetime only by the grantee
or a duly appointed guardian or personal representative.
3.6
Cessation of
Service.
Except as provided in
Sections 3.7, 3.8 and 3.9 hereof, if an Option holder ceases
to be a Director of the Company, the Option holder shall have
180 days, or such other period established by the Board of
Directors from the date on which such Option holder ceases to be a
Director of the Company to exercise his or her option, to the
extent, and only to the extent, the Option had become exercisable
prior to the date of such cessation of service.
3.7
Permanent Disability of
Non-Employee Director.
If an Option holder is no longer a
Non-Employee Director as a result of permanent disability (as
defined below), the holder shall have twelve (12) months, or
such shorter period as is provided in the Option Agreement, from
the date of cessation of service to exercise his or her Option. The
Option shall expire at the end of such 12-month period (or such
shorter period as is provided in the Option Agreement or as
provided pursuant to Section 3.3 hereof) to the extent not
exercised within that period. As used herein, “permanent
disability” shall mean the inability of an Option holder by
reason of illness or injury to perform substantially all of his or
her duties as a Non-Employee Director during any continued period
of one hundred eighty (180) days.
3.8
Death of Non-Employee
Director.
If an Option holder dies while a
Non-Employee Director of the Company or during the periods
described in Section 3.6 or 3.7 hereof, the holder’s
Option shall be exercisable during the 12-month period, or such
shorter period as is provided in the Option Agreement, following
the holder’s death, by the executor of the hol
