Exhibit 10.25


As of May 24, 2007


2000
MANAGEMENT STOCKHOLDER’S AGREEMENT


WHEREAS, this
Management Stockholder’s Agreement (this “Agreement”) is entered into as of the
Grant Date (the “Base Date”)
between Amphenol Corporation, a Delaware Corporation (the “Company”), and the
Optionee (the “Management Stockholder”) (the Company and the Management
Stockholder being hereinafter collectively referred to as the “Parties”).


WHEREAS, the
Company has granted (and in the future may make additional grants to) certain key
employees of the Company (including the Management Stockholder) options to
purchase shares of the Company’s common stock (the “Common Stock”) at a fixed
exercise price per share (the “Base Price”) pursuant to the terms of the
Fourth Amended 2000 Stock Purchase and Option Plan for Key Employees of
Amphenol Corporation and Subsidiaries (the “Option Plan”) and the
related 2000 Non-Qualified Stock Option Grant Agreement (any and all grants
under the Option Plan are hereinafter referred to as the “2000 Options”).


WHEREAS, this
Agreement is one of several agreements (“Other Management Stockholders’
Agreements”) which have been, or which in the future will be, entered into
between the Company and other individuals who are or will be key employees of
the Company or one of its subsidiaries (collectively, the “Other Management
Stockholders”).


NOW THEREFORE, to
implement the foregoing and in consideration of the grant of the Options and of
the mutual agreements contained herein, the Parties agree as follows:


1.                                       Common
Stock; Issuance of Options.


(a)                                  The
Company shall have no obligation to sell any Common Stock upon the exercise of
an Option to Purchase or otherwise to any person who is a resident or citizen
of a state or other jurisdiction in which the sale of Common Stock to him or
her would constitute a violation of the securities or “blue sky” laws of such
jurisdiction.


(b)                                 Subject
to the terms and conditions hereinafter set forth as of the Base Date (which
Base Date shall be different for future option awards, if any), the Company
shall issue to the Management Stockholder the Option to Purchase (as set forth
in the applicable Certificate of Stock Option
Grant) and the Optionee shall accept the applicable 2000
Non-Qualified Stock Option Grant Agreement as a precondition to the
effectiveness of the Option to Purchase.


2.                                       Management
Stockholder’s Representations, Warranties and Agreements.


(a)                                  The
Management Stockholder agrees and acknowledges that he will not, directly or
indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise
dispose of (any such act being referred to herein as a “transfer”) any of the
Common Stock issuable upon exercise of the 2000 Options (the “Option Stock”)
unless such transfer complies with Section 3 of this Agreement.  If the Management Stockholder is an affiliate
(as defined under Rule 405 of











the rules and
regulations promulgated under the Securities Act of 1933, as amended, (the “Act”)
and as interpreted by the Board of Directors of the Company) of the Company (an
“Affiliate”), the Management Stockholder also agrees and acknowledges that he
will not transfer any shares of the Stock unless (i) the transfer is pursuant
to an effective registration statement under the Act, and in compliance with
applicable provisions of state securities laws or (ii) (A) counsel for the
Management Stockholder (which counsel shall be reasonably acceptable to the
Company) shall have furnished the Company with an opinion, satisfactory in form
and substance to the Company, that no such registration is required because of
the availability of an exemption from registration under the Act and (B) if the
Management Stockholder is a citizen or resident of any country other than the
United States, or the Management Stockholder desires to effect any transfer in
any such country, counsel for the Management Stockholder (which counsel shall
be reasonably satisfactory to the Company) shall have furnished the Company
with an opinion or other advice reasonably satisfactory in form and substance
to the Company to the effect that such transfer will comply with the securities
laws of such jurisdiction. 
Notwithstanding the foregoing, the Company acknowledges and agrees that
any of the following transfers are deemed to be in compliance with the Act and
this Agreement and no opinion of counsel is required in connection therewith:
(x) a transfer made pursuant to Sections 4, 8 or 9 hereof, (y) a transfer upon
the death of the Management Stockholder to his executors, administrators,
testamentary trustees, legatees or beneficiaries (the “Management Stockholder’s
Estate”) or a transfer to the executors, administrators, testamentary trustees,
legatees or beneficiaries of a person who has become a holder of Stock in
accordance with the terms of this Agreement, provided that it is expressly
understood that any such transferee shall be bound by the provisions of this
Agreement and (z) a transfer made after the Base Date in compliance with the
federal securities laws to a trust or custodianship the beneficiaries of which
may include only the Management Stockholder, his spouse or his lineal
descendants (a “Management Stockholder’s Trust”) provided that such transfer is
made expressly subject to this Agreement.


(b)                                 If
any shares of the Stock are to be disposed of in accordance with Rule 144 under
the Act or otherwise, the Management Stockholder shall promptly notify the
Company of such intended disposition and shall deliver to the Company at or
prior to the time of such disposition such documentation as the Company may
reasonably request in connection with such sale and, in the case of a
disposition pursuant to Rule 144, shall deliver to the Company an executed copy
of any notice on Form 144 required to be filed with the Securities and Exchange
Commission (the “SEC”).


3.                                       Restriction
on Transfer


No transfer of
Option Stock in violation of this Agreement shall be made or recorded on the
books of the Company and any such transfer shall be void and of no effect.


4.                                       Definitions


For purposes of
this Agreement the following definitions shall apply:  “Cause” shall mean (i) the Management
Stockholder’s willful and continued failure to perform Management Stockholder’s
duties with respect to the Company or its subsidiaries which continues beyond
ten days after a written demand for substantial performance is delivered to
Management Stockholder by the Company or (ii) misconduct by Management
Stockholder involving (x) dishonesty or breach of trust in connection with
Management Stockholder’s











employment or (y) conduct
which would be a reasonable basis for an indictment of Management Stockholder
for a felony or for a misdemeanor involving moral turpitude or (z) which the
Committee determines is likely to result in a demonstrable injury to the
Company; and “Good Reason” shall mean (i) reduction in Management Stockholder’s
base salary (other than a broad based salary reduction program affecting many
members of management), (ii) a substantial reduction in Management Stockholder’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 Management Stockholder’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 Management Stockholder’s primary workplace by more
than fifty (50) miles from the workplace as of the date hereof.


5.                                       Continuing
Effectiveness of Agreement


The Company may
from time to time grant to the Management Stockholder additional options under
the Option Plan, as currently in effect and as it may be amended from time to
time, to purchase shares of Common Stock at a different Base Price.  Unless agreed otherwise any and all option awards
made on or after May 24, 2007 under the Option Plan, as currently in effect or
as it may be amended from time to time, shall be subject to the terms and
conditions of this Agreement.


6.                                       The
Company’s Representations and Warranties.


(a)                                  The
Company represents and warrants to the Management Stockholder that (i) this
Agreement has been duly authorized, executed and delivered by the Company and
(ii) the Stock, when issued and delivered in accordance with the terms hereof,
will be duly and validly issued, fully paid and nonassessable.


(b)                                 The
Company will file the reports required to be filed by it under the Act and the
Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and
regulations adopted by the SEC thereunder, to the extent required from time to
time to enable the Management Stockholder to sell shares of Stock without
registration under the Act within the limitations of the exemptions provided by
(A) Rule 144 under the Act, as such Rule may be amended from time to time, or
(B) any similar rule or regulation hereafter adopted by the SEC.  Notwithstanding anything contained in this
Section 6(b), the Company may de-register under Section 12 of the Act if it is
then permitted to do so pursuant to the Exchange Act and the rules and
regulations thereunder and, in such circumstances, shall not be required hereby
to file any reports which may be necessary in order for Rule 144 or any similar
rule or regulation under the Act to be available.  Nothing in this Section 6(b) shall be deemed
to limit in any manner the restrictions on sales of Stock otherwise contained
in this Agreement.


7.                                       Rights
to Negotiate Purchase.


Nothing in this
Agreement shall be deemed to restrict or prohibit the Company from purchasing
shares of Option Stock or the 2000 Options from the Management Stockholder, at
any time, upon such terms and conditions, and for such price, as may be
mutually agreed upon between the Parties.











8.                                       Notice
of Change of Beneficiary.


Immediately prior
to any transfer of Stock to a Management Stockholder’s Trust, the Management
Stockholder shall provide the Company with a copy of the instruments creating
the Management Stockholder’s Trust and with the identity of the beneficiaries
of the Management Stockholder’s Trust. 
The Management Stockholder shall notify the Company immediately prior to
any change in the identity of any beneficiary of the Management Stockholder’s
Trust.


9.                                       Recapitalizations,
etc.


The provisions of
this Agreement shall apply, to the full extent set forth herein with respect to
the Option Stock or the 2000 Options, to any and all shares of capital stock of
the Company or any capital stock, partnership units or any other security
evidencing ownership interests in any successor or assign of the Company
(whether by merger, consolidation, sale of assets or otherwise) which may be
issued in respect of, in exchange for, or substitution of the Option Stock or
the 2000 Options, by reason of any stock dividend, split, reverse split,
combination, recapitalization, liquidation, reclassification, merger,
consolidation or otherwise.


10.                                 Management
Stockholder’s Employment by the Company.


Nothing contained
in this Agreement or in any other agreement entered into by the Company and the
Management Stockholder contemporaneously with the execution of this Agreement
(i) obligates the Company or any subsidiary of the Company to employ the
Management Stockholder in any capacity whatsoever or (ii) prohibits or
restricts the Company (or any such subsidiary) from terminating the employment
of the Management Stockholder at any time or for any reason whatsoever, with or
without Cause, and the Management Stockholder hereby acknowledges and agrees
that neither the Company nor any other person has made any representations or
promises whatsoever to the Management Stockholder concerning the Management
Stockholder’s employment or continued employment by the Company or any
subsidiary of the Company.


11.                                   State
Securities Laws.


The Company hereby
agrees to use its best efforts to comply with all state securities or “blue sky”
laws which might be applicable to the sale of the Option Stock and the issuance
of the 2000 Options to the Management Stockholder.


12.                                   Binding
Effect.


The provisions of
this Agreement shall be binding upon and accrue to the benefit of the parties
hereto and their respective heirs, legal representatives, successors and
assigns.  In the case of a transferee
permitted under Section 2(a) hereof, such transferee shall be deemed the
Management Stockholder hereunder; provided, however, that no transferee (including
without limitation, transferees referred to in Section 2(a) hereof) shall
derive any rights under this Agreement unless and until such transferee has
delivered to the Company a valid undertaking and becomes bound by the terms of
this Agreement.











13.                                 Amendment


This Agreement may
be amended only by a written or electronic instrument signed or accepted by the
Parties hereto.


14.                                 Applicable
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 law.  Any
suit, action or proceeding against the Management Stockholder, with respect to
this Agreement, or any judgment entered by any court in respect of any 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 the state where the Company’s corporate headquarters is then
domiciled), and the Management Stockholder hereby submits to the non-exclusive
jurisdiction of such courts for the purpose of any such suit, action,
proceeding or judgment.  By the execution
and delivery of this Agreement, the Management Stockholder appoints The
Corporation Trust Company, at its office in Wilmington, Delaware, as the case
may be, as his agent upon which process may be served in any such suit, action
or proceeding.  Service of process upon
such agent, together with notice of such service given to the Management
Stockholder in the manner provided in Section 20 hereof, shall be deemed in
every respect effective service of process upon him in any suit, action or
proceeding.  Nothing herein shall in any
way be deemed to limit the ability of the Company to serve any such writs,
process or summonses in any other manner permitted by applicable law or to
obtain jurisdiction over the Management Stockholder, in such other
jurisdictions and in such manner, as may be permitted by applicable law.  The Management Stockholder 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 the state where the Company’s corporate headquarters is then
domiciled) 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 the state where the Company’s corporate headquarters is then
domiciled), and the Management Stockholder 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, or
proceeding.  Each Party hereto hereby
irrevocably and unconditionally waives trial by jury in any legal action or
proceeding in relation to this Agreement and for any counterclaim therein.


15.                                 Miscellaneous.


In this Agreement
(i) all references to “dollars” or “$” are to United States dollars and (ii)
the word “or” is not exclusive.  If any
provision of this Agreement shall be declared illegal, void or unenforceable by
any court of competent jurisdiction, the other provisions shall not be
affected, but shall remain in full force and effect.











16.                                 Notices.


All notices and
other communications provided for herein shall be in writing and shall be
deemed to have been duly given if delivered to the Party to whom it is directed
as set forth in this Section 16.


(a)                                  If
to the Company by hand (whether by overnight courier or otherwise) or sent by
overnight delivery or telecopy, to it at the following address or fax number:


Amphenol Corporation


358 Hall Avenue


P.O. Box 5030


Wallingford, Connecticut 06492-7530


Attn:  Chief Executive Officer


Phone:           (203) 265-8730


Fax:                           (203)
265-8628


(b)                                 If
to the Management Stockholder by hand (whether by overnight courier or
otherwise) or sent by overnight delivery or telecopy or email, to him or her at
the address (including email address) set forth in the records of the
headquarter’s Human Resources Department of the Company; or at such other
address as either Party shall have specified by notice in writing to the other.


17.                                 Covenant
Not to Compete; Protection of Confidential Information; 


Nonsolicitation of Customers and Suppliers and
Nonsolicitation of Employees.


(a)                                  In
consideration of the Company entering into this Agreement with the Management
Stockholder, the Management Stockholder hereby agrees that for so long as the
Management Stockholder is employed by the Company or one of its subsidiaries
and for a period of one year thereafter (the “Noncompete Period”), the
Management Stockholder shall provide a “Noncompete Undertaking”, which is that
the Management Stockholder shall not, in any geographic region in the world in
which the Management Stockholder acts or has acted for the Company or any
division or subsidiary thereof, directly or indirectly, engage in the
development, production, sale or distribution of any product produced, sold,
distributed or which is in development (i) by the operation of the Company or
the operation of the subsidiary of the Company which employed the Management
Stockholder during the twelve (12) month period immediately preceding the
Management Employee’s termination of employment or (ii) by the Company or its
subsidiaries about which the Management Stockholder received any Confidential
Information (as defined below).


(b)                                 At
the Company’s option, if it elects to enforce the Noncompete Undertaking, in
the event that the Management Stockholder’s employment is terminated by the
Management Stockholder for Good Reason or by the operation of the Company
without Cause, or if required by applicable law to give full force and effect
to the Management Stockholder’s Noncompete Undertaking, then as additional
consideration for the Noncompete Undertaking, the Company shall pay the
Management Stockholder salary continuation in an amount equal to 50% of such
Management Stockholder’s base salary on the date of the termination of the
Management











Stockholder’s employment
for the Noncompete Period.  In the event
that the Management Stockholder’s employment with the Company or any of its
subsidiaries is terminated by the Management Stockholder without Good Reason or
by the Company with Cause then, except as required by applicable law, the
Company shall not be required to pay the Management Stockholder any additional
consideration for the Management Stockholder’s Noncompete Undertaking.


(c)                                  If
(a) the Management Stockholder’s employment with the Company or any of its
subsidiaries is terminated by the Management Stockholder without Good Reason or
by the Company with Cause or (b) in the event that the Management Stockholder’s
employment with the Company or any of its subsidiaries is terminated by the Management
Stockholder with Good Reason or by the Company without Cause and the Company
has exercised its option under the preceding subparagraph to enforce the
Noncompete Undertaking, then at the Company’s option, the Noncompete Period may
be extended for an additional one year period if (i) within nine months of the
termination of the Management Stockholder’s employment, the Company gives the
Management Stockholder notice of such extension and (ii) beginning with the
first anniversary of such termination, the Company agrees to pay the Management
Stockholder during such extended Noncompete Period in an amount equal to 50% of
the Management Stockholder’s base annual salary at the time that the Management
Stockholder’s employment with the Company was terminated.  The amounts referred to in paragraphs 17(b),
if any, and 17(c) shall be paid in installments in a manner consistent with the
then current salary payment policies of the Company or the operation or
division of the Company or its subsidiary that employed the Management
Stockholder.  For purposes of this
Agreement, the phrase “directly or indirectly engage in” shall include any
direct or indirect ownership or profit participation interest in such
enterprise, whether as an owner, stockholder, partner, joint venturer or
otherwise, and shall include any direct or indirect participation in such
enterprise as an employee, a consultant, independent contractor, licensor of
technology or otherwise.  During the
Noncompete Period and any extended Noncompete Period the Management Stockholder
shall be free to work in any employment approved by the Chief Executive Officer
of the Company which approval shall not be unreasonably withheld.  Such approved employment shall not serve to
reduce any payments that the Management Stockholder is receiving pursuant to
this provision.


(d)                                 The
Management Stockholder will not disclose or use at any time any Confidential
Information (as defined below) of which the Management Stockholder is or
becomes aware, whether or not such information is developed by him, except to
the extent that such disclosure or use is directly related to and required by
the Management Stockholder’s performance of duties, if any, assigned to the
Management Stockholder by the Company. 
As used in this Agreement, the term “Confidential Information” means
information that is not generally known to the public and that is used or
developed by the Company or its subsidiaries or that is obtained by the Company
or its subsidiaries from its customers, suppliers and/or consultants in
connection with its business, including but not limited to (i) products or
services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer
software, including operating systems, applications and program listings, (v)
flow charts, manuals and documentation, (vi) data bases, (vii) accounting and
business methods, (viii) inventions, devices, new developments, methods and
processes, whether patentable or unpatentable and whether or not reduced to
practice, (ix) customers, vendors and clients and customer, vendors or client
lists, (x) personnel information, (xi) other copyrightable works, (xii) all
technology and trade secrets, and (xiii) all similar and related information in
whatever form.  Confidential Information
will not include any information that has been published in a form generally
available to the public prior to the date the Management Stockholder proposes
to disclose or use such information.  The
Management











Stockholder acknowledges
and agrees that all copyrights, works, inventions, innovations, improvements,
developments, patents, trademarks and all similar or related information which
relate to the actual or anticipated business of the Company and its
subsidiaries (including its predecessors) and conceived, developed or made by
the Management Stockholder while employed by the Company or its subsidiaries
belong to the Company.  The Management
Stockholder will perform all actions reasonably requested by the Company
(whether during or after employment with the Company or the Noncompete Period)
to establish and confirm such ownership at the Company’s expense (including
without limitation assignments, consents, powers of attorney and other
instruments).  If the Management
Stockholder is bound by any other agreement with the Company regarding the use
or disclosure of Confidential Information, the provisions of this Agreement
shall be read in such a way as to further restrict and not to permit any more
extensive use or disclosure of confidential information.


(e)                                  In
consideration of the Company entering into this Agreement with the Management
Stockholder, the Management Stockholder hereby agrees that for a period of
twenty-four (24) months following the termination of Management Stockholder’s
employment with the Company or with a subsidiary of the Company for any reason
whatsoever, the Management Stockholder shall not, directly or indirectly,
divert or attempt to divert nor assist others in diverting any business of the
Company by soliciting, contacting or communicating with any customer or
supplier of the Company with whom Management Stockholder had direct or indirect
contact during the twelve (12) month period immediately preceding the
termination of Management Stockholder’s employment.


(f)                                    In
consideration of the Company entering into this Agreement with the Management
Stockholder, the Management Stockholder hereby agrees that for a period of
twenty-four (24) months following the termination of Management Stockholder’s
employment with the Company or with a subsidiary of the Company for any reason
whatsoever, the Management Stockholder shall not, directly or indirectly,
solicit, induce, attempt to induce or assist others in attempting to induce any
employee of the Company with whom Management Stockholder has worked or had
material contact with, during the twelve (12) month period immediately
preceding the termination of his employment, to leave the employment of the
Company or a subsidiary of the Company or to accept employment or affiliation
with any other company or firm of which Management Stockholder becomes an
employee, owner, partner or consultant.


(g)                                 Notwithstanding
clauses (a), (b), (c), (d), (e) and (f) above, if at any time a court holds
that the restrictions stated in such clauses (a), (b), (c), (d), (e) and (f)
are unreasonable or otherwise unenforceable under circumstances then existing,
the parties hereto agree that the maximum period, scope or geographic area
determined to be reasonable under such circumstances by such court will be
substituted for the stated period, scope or area.  Because the Management Stockholder’s services
are unique and because the Management Stockholder has had access to
Confidential Information, the parties hereto agree that money damages will be
an inadequate remedy for any breach of this Agreement.  In the event a breach or threatened breach of
this Agreement, the Company or its successors or assigns may, in addition to
other rights and remedies existing in their favor, apply to any court of
competent jurisdiction for specific performance and/or injunctive relief in
order to enforce, or prevent any violations of, the provisions hereof (without
the posting of a bond or other security).