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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