Exhibit 10.20
THE
FOURTH AMENDED 2000 STOCK PURCHASE AND OPTION PLAN
FOR
KEY EMPLOYEES OF
AMPHENOL AND
SUBSIDIARIES
1.
Purpose of Plan
The Amended 2000
Stock Purchase and Option Plan for Key Employees of Amphenol and
Subsidiaries (the “Plan”) is designed:
(a)
to promote the long term financial interests and growth of Amphenol
Corporation (the “Corporation”) and its subsidiaries by
attracting and retaining management personnel with the training,
experience and ability to enable them to make a substantial
contribution to the success of the Corporation’s
business;
(b)
to motivate management personnel by means of growth-related
incentives to achieve long range goals;
(c)
to further the alignment of interests of participants with those of
the stockholders of the Corporation through opportunities for
increased stock, or stock-based, ownership in the Corporation;
and
(d) to create
competitive levels of compensation for management
personnel.
2.
Definitions
As used in the
Plan, the following words shall have the following
meanings:
(a)
“Board of Directors” means the Board of Directors of
the Corporation.
(b)
“Code” means the Internal Revenue Code of 1986, as
amended.
(c)
“Committee” means the Compensation Committee of the
Board of Directors.
(d)
“Common Stock” or “Share” means Class A
Common Stock of the Corporation which may be authorized but
unissued, or issued and reacquired.
(e)
“Key Employee” means a person, including an officer, in
the regular full-time employment of the Corporation or one of its
Subsidiaries who, in the opinion of the Committee, is, or is
expected to be, primarily responsible for the management, growth or
protection of some part or all of the business of the
Corporation.
(f)
“Exchange Act” means the Securities Exchange Act of
1934, as amended.
(g)
“Fair Market Value” means such value of a Share as
reported for stock exchange transactions and/or determined in
accordance with any applicable resolutions or regulations of the
Committee in effect at the relevant time.
(h)
“Grant” means an award made to a Participant pursuant
to the Plan and described in Paragraph 5, including, without
limitation, an award of a Non-Qualified Stock Option or Purchase
Stock or a combination thereof. A “Grant” does
not include an award of stock appreciation rights,
dividend
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equivalent rights, restricted stock,
performance units, performance shares or any other stock-based
grants.
(i)
“Grant Agreement” means an agreement between the
Company and a Participant that sets forth the terms, conditions and
limitations applicable to a Grant.
(j)
“Management Stockholder’s Agreement” means an
agreement between the Corporation and a Participant that sets forth
the terms and conditions and limitations applicable to any Shares
purchased pursuant to this Plan.
(k)
“Option” means an option to purchase shares of the
Common Stock which will not be an “incentive stock
option” (within the meaning of Section 422 of the Code).
(l)
“Participant” means a Key Employee, or other person
having a unique relationship with the Corporation or one of its
Subsidiaries, to whom one or more Grants have been made and such
Grants have not all been forfeited or terminated under the Plan;
provided, however, that a non-employee director of the Corporation
or one of its Subsidiaries may not be a Participant.
(m)
“Subsidiary” shall mean any corporation in an unbroken
chain of corporations beginning with the Corporation 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.
3.
Administration of Plan
(a)
The Plan shall be administered by the Committee. None of the
members of the Committee shall be eligible to be selected for
Grants under the Plan, or have been so eligible for selection
within one year prior thereto; provided, however, that the members
of the Committee shall qualify to administer the Plan for purposes
of Rule 16b-3 (and any other applicable rule) promulgated under
Section 16(b) of the Exchange Act to the extent that the
Corporation is subject to such rule. The Committee may adopt
its own rules of procedure, and action of a majority of the members
of the Committee taken at a meeting, or action taken without a
meeting by unanimous written consent, shall constitute action by
the Committee. The Committee shall have the power and
authority to administer, construe and interpret the Plan, to make
rules for carrying it out and to make changes in such rules.
Any such interpretations, rules and administration shall be
consistent with the basic purposes of the Plan.
(b)
The Committee may delegate to the Chief Executive Officer and to
other senior officers of the Corporation its duties under the Plan
subject to such conditions and limitations as the Committee shall
prescribe except that only the Committee may designate and make
Grants to Participants who are subject to Section 16 of the
Exchange Act.
(c)
The Committee may employ attorneys, consultants, accountants,
appraisers, brokers or other persons. The Committee, the
Corporation, and the officers and directors of the Corporation
shall be entitled to rely upon the advice, opinions or valuations
of any such persons. All actions taken and all
interpretations and determinations made by the Committee in good
faith shall be final and binding upon all Participants, the
Corporation and all other interested persons. No member of
the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to
the Plan or Grants, and all members of the Committee shall be fully
protected by the Corporation with respect to any such action,
determination or interpretation.
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4.
Eligibility
The Committee may
from time to time make Grants under the Plan to such Key Employees,
or other persons having a unique relationship with Corporation or
any of its Subsidiaries, and in such form and having such terms,
conditions and limitations as the Committee may determine. No
Grants may be made under this Plan to non-employee directors of the
Corporation or any of its Subsidiaries. The terms, conditions
and limitations of each Grant under the Plan shall be set forth in
an Grant Agreement, in a form approved by the Committee,
consistent, however, with the te
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