Exhibit 10.7
(As of May 20, 2009)
THE 2009 STOCK PURCHASE AND
OPTION PLAN FOR
KEY EMPLOYEES OF AMPHENOL AND
SUBSIDIARIES
1.
Purpose of Plan
The 2009 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” shall not include an award of
stock appreciation rights, dividend equivalent rights, restricted
stock, performance units, performance shares or any other
stock-based grants.
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(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/or the Executive Chairman 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
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Committee shall be fully protected by the
Corporation with respect to any such action, determination or
interpretation.
4.
Eligibility
The Committee may from time to time
make Grants under the Plan to such Key Employees, of the
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 terms of the Plan and, if
applicable, the Management Stockholder’s
Agreement.
5.
Grants
From time to time, the Committee
will determine the forms and amounts of Gran
