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 the authority
granted to it in Section 5.1, the Committee shall decide what, if any, Option
to Purchase shall become exercisable and when any such Option to Purchase must
be exercised upon the sale or disposition of a division, business segment or
Subsidiary of the Company.


(b)  Notwithstanding the foregoing, no Option to
Purchase shall become exercisable as to any additional shares of Common Stock
following the termination of employment of the Optionee for any reason other
than a termination of employment because of death or Permanent Disability of
the Optionee, and any Option to Purchase (other than as provided in the next
succeeding sentence) which is non-exercisable as of the Optionee’s termination
of employment shall be immediately cancelled. 
In the event of a termination of employment because of death or
Permanent Disability of the Optionee and provided that the Optionee has been
employed for at least three years, the Option to Purchase awarded hereunder
shall become immediately exercisable.  If
the Optionee has not been employed for at least three years, then the Option to
Purchase shall not become exercisable for any additional shares of Common
Stock.













Section 3.2 -
“Grant Expiration Date”


The Option to
Purchase may not be exercised to any extent by the Optionee after the first to
occur of the following events:


(a) The tenth
anniversary of the Grant Date; or


(b) The first anniversary of the date of the Optionee’s termination of
employment by reason of death or Permanent Disability.  For these purposes, termination of employment
shall mean the date on which the Optionee ceases working for the Company or a
Subsidiary of the Company or such later day as the Committee in their
discretion deems to be appropriate; or


(c) 90 days after termination of employment of the Optionee for any
reason other than for death or Permanent Disability.  For these purposes, termination of employment
shall mean the date on which the Optionee ceases working for the Company or a
Subsidiary of the Company or such later day as the Committee in their
discretion deems to be appropriate; or


(d) If the Committee so elects pursuant to Section 9 of the Plan, the
effective date of a Transaction (as defined in the Plan); provided, however,
that the Committee has provided Optionee with a reasonable period of notice
prior to the effective date of such Transaction in which to exercise an Option
to Purchase that has then neither been fully exercised nor become unexercisable
under this Section 3.2.


ARTICLE IV


EXERCISE OF OPTION TO
PURCHASE


Section 4.1 -
Person Eligible to Exercise


Except as provided
in the Management Stockholder’s Agreement, during the lifetime of the Optionee,
only he or his personal legal representative may exercise an Option to Purchase
or any portion thereof.  After the death
of the Optionee, any previously exercised portion of an Option to Purchase may,
prior to the time when an Option to Purchase becomes unexercisable under
Section 3.2, be exercised by any person empowered to do so under the Optionee’s
will or under the then applicable laws of descent and distribution.


Section 4.2 -
Partial Exercise


Any exercisable
portion of an Option to Purchase or the entire Option to Purchase, if then
wholly exercisable, may be exercised in whole or in part at any time prior to
the time when the Option to Purchase or portion thereof becomes unexercisable
under Section 3.2; provided, however, that any partial exercise shall be for
whole shares of Common Stock only.













Section 4.3 -
Manner of Exercise


An Option to
Purchase, or any exercisable portion thereof, may be exercised by a Management
Stockholder who is not an executive officer of the Company in the manner
described in the Section titled “Exercising Your Stock Options” appearing in “A
Guide to the Amphenol Corporation Stock Option Plan” appearing on the Company’s
Client Home Page available through www.benefitaccess.com.  An executive officer of the Company will
require the assistance of the Chairman, the Chief Financial Officer or the
General Counsel of the Company and the assistance of Smith Barney, as the
administrator of the Plan, to exercise any Option to Purchase, or any
exercisable portion thereof.


The Optionee may
be asked to provide a bona fide written representation and agreement, in a form
satisfactory to the Committee, signed by the Optionee or other person then
entitled to exercise such Option or portion thereof, stating that the shares of
stock are being acquired for his own account, for investment and without any
present intention of distributing or reselling said shares or any of them
except as may be permitted under the Securities Act of 1933, as amended (the “Act”),
and then applicable rules and regulations thereunder, and that the Optionee or
other person then entitled to exercise such Option or portion thereof will
indemnify the Company against and hold it free and harmless from any loss,
damage, expense or liability resulting to the Company if any sale or
distribution of the shares by such person is contrary to the representation and
agreement referred to above; provided, however, that the Committee may, in its
absolute discretion, take whatever additional actions it deems appropriate to
ensure the observance and performance of such representation and agreement and
to effect compliance with the Act and any other federal or state securities
laws or regulations; and


In the event the
Option to Purchase or any portion thereof shall be exercised pursuant to
Section 4.1 by any person or persons other than the Optionee, the Committee may
require appropriate proof of the right of such person or persons to exercise
the Option to Purchase.


Without limiting
the generality of the foregoing, the Committee may require an opinion of
counsel acceptable to it to the effect that any subsequent transfer of shares
acquired on exercise of an Option to Purchase does not violate the Act, and may
issue stop-transfer orders covering such shares.  Share certificates evidencing stock issued on
exercise of an Option to Purchase shall bear an appropriate legend referring to
the provisions of the second paragraph above and the agreements herein.  The written representation and agreement
referred to in the second paragraph above shall, however, not be required if
the shares to be issued pursuant to such exercise have been registered under the
Act, and such registration is then effective in respect of such shares.


Section 4.4
- Conditions to Issuance of Stock Certificates


The shares of
stock deliverable upon the exercise of an Option to Purchase, or any portion
thereof, may be either previously authorized but unissued shares or issued
shares which have then been reacquired by the Company.  Such shares shall be validly issued, fully
paid and nonassessable.  The Company
shall not be required to issue or deliver any certificate or certificates for
shares of stock purchased upon the exercise of an Option to Purchase or portion
thereof prior to fulfillment of all of the following conditions:













(a) The obtaining of approval or other clearance from any state or
federal governmental agency which the Committee shall, in its absolute
discretion, determine to be necessary or advisable; and


(b) The lapse of such reasonable period of time following the exercise
of the Option to Purchase as the Committee may from time to time establish for
reasons of administrative convenience. 
Absent such a determination by the Committee, 20 business days shall be
deemed to be a reasonable period of time.


Section 4.5 -
Rights as Stockholder


The holder of an
Option shall not be, nor have any of the rights or privileges of, a stockholder
of the Company in respect of any shares purchasable upon the exercise of the
Option or any portion thereof unless and until certificates representing such
shares shall have been issued by the Company to such holder.


ARTICLE V


MISCELLANEOUS


Section 5.1 -
Administration


The Committee
shall have the power to interpret the Plan and this Agreement and to adopt such
rules for the administration, interpretation and application of the Plan as are
consistent therewith and to interpret or revoke any such rules.  All actions taken and all interpretations and
determinations made by the Committee shall be final and binding upon the
Optionee, the Company 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 the Option to Purchase.  In its absolute discretion, the Board of
Directors may at any time and from time to time exercise any and all rights and
duties of the Committee under the Plan and this Agreement.


Section 5.2 -
Option to Purchase Not Transferable


Except as provided
in the Management Stockholder’s Agreement, neither the Option to Purchase nor
any interest or right therein or part thereof shall be liable for the debts,
contracts or engagements of the Optionee or his successors in interest or shall
be subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be
voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy),
and any attempted disposition thereof shall be null and void and of no effect;
provided, however, that this Section 5.2 shall not prevent transfers by will or
by the applicable laws of descent and distribution nor shall this Section 5.2
prevent a transfer of the Option to Purchase or an interest or right therein,
that is made in compliance with the federal securities laws, to a trust or custodianship
where the beneficiaries of such trust or custodianship include only the
Management Stockholder, his spouse or his lineal descendants per the provisions
of the related 2000 Management Stockholder’s Agreement.













Section 5.3 -
Shares to Be Reserved


The Company shall
at all times during the term of the Option to Purchase reserve and keep
available such number of shares of stock as will be sufficient to satisfy the
requirements of this Agreement.


Section 5.4 -
Notices


Any notice to be
given under the terms of this Agreement to the Company shall be addressed to
the Company in care of its Secretary, and any notice to be given to the
Optionee shall be addressed to him or her at the address indicated in the
records of the headquarters Human Resources Department of the Company.  By a notice given pursuant to this Section
5.4, either party may hereafter designate a different address for notices to be
given.  Any notice which is required to
be given to the Optionee shall, if the Optionee is then deceased, be given to
the Optionee’s personal representative if such representative has previously
informed the Company of his status and address by written notice to the
Secretary of the Company under this Section 5.4.  Any notice shall be hand delivered, delivered
by overnight delivery or sent via confirmed telecopy.  Any notice to the Optionee may also be
delivered via email by the Company or the Company’s representative to the email
address of Optionee indicated in the records of the headquarters Human
Resources Department of the Company.


Section 5.5
- Titles


Titles are
provided herein for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.


Section 5.6 -
Applicability of Plan and Management Stockholder’s Agreement


The Option to
Purchase and the shares of Common Stock issued to the Optionee upon exercise of
the Option to Purchase shall be subject to all of the terms and provisions of
the Plan and the Management Stockholder’s Agreement.  In the event of any conflict between this
Agreement and the Plan, the terms of the Plan shall control.  In the event of any conflict between this
Agreement or the Plan and the Management Stockholder’s Agreement, the terms of
the Management Stockholder’s Agreement shall control.


Section 5.7 -
Amendment


This Agreement may
be amended only by a later dated instrument accepted by the parties hereto
which specifically states that it is amending this Agreement; provided  however
that the Committee in its reasonable discretion may unilaterally amend the
Agreement if it determines that such amendment would be beneficial to the
Optionee.


Section 5.8 -
Governing Law


The laws of the
State of Delaware shall govern the interpretation, validity and performance of
the terms of this Agreement regardless of the law that might be applied under
principles of conflicts of laws.













Section 5.9 -
Jurisdiction


Any suit, action
or proceeding against the Optionee with respect to this Agreement, or any
judgment entered by any court in respect thereof, may be brought in any court
of competent jurisdiction in the State of Connecticut (or if the Company moves
its corporate headquarters to another state, in that state), and the Optionee
hereby submits to the non-exclusive jurisdiction of such courts for the
purpose of any such suit, action, proceeding or judgment.  The Optionee hereby irrevocably waives any
objections which he may now or hereafter have to the laying of the venue of any
suit, action or proceeding arising out of or relating to this Agreement brought
in any court of competent jurisdiction in the State of Connecticut (or if the
Company moves its corporate headquarters to another state, in that state), and
hereby further irrevocably waives any claim that any such suit, action or
proceeding brought in any such court has been brought in any inconvenient
forum.  No suit, action or proceeding
against the Company with respect to this Agreement may be brought in any court,
domestic or foreign, or before any similar domestic or foreign authority other
than in a court of competent jurisdiction in the State of Connecticut (or if
the Company moves its corporate headquarters to another state, in that state),
and the Optionee hereby irrevocably waives any right which he may otherwise
have had to bring such an action in any other court, domestic or foreign, or
before any similar domestic or foreign authority.  The Company hereby submits to the
jurisdiction of such courts for the purpose of any such suit, action or
proceeding.  The Optionee hereby
irrevocably and unconditionally waives trial by jury in any legal action or
proceeding in relation to this Agreement and for any counterclaim therein.