EXHIBIT 10.7


 


Tyco Electronics Ltd.

2007 Stock and Incentive Plan


 


TERMS AND CONDITIONS


OF


OPTION AWARD


 


OPTION AWARD made as of
                                        ,
          .


 


1.             Grant
of Option.  Tyco Electronics Ltd. (the “Company”) has
granted you an Option to purchase
              
Shares of Common Stock, subject to the provisions of this Award Agreement.  This Option is a Non-Qualified Option.


 


2.             Exercise
Price. 
The purchase price of the Shares covered by the Option is
$    .    .


 


3.             Vesting.  The Option will become
exercisable in equal installments over four years beginning on the first
anniversary of the grant date.  If you
terminate employment before full vesting, you will forfeit the unvested portion
of the Option and, subject to Section 12, you may exercise the vested
portion of the Option until the earlier of (a) the date described in Section 4
below, or (b) 90 days after your Termination of Employment.  However, if your Termination of Employment is
as a result of your Retirement (Termination of Employment on or after age 55
and completion of five years of service), Death, Disability, Change in Control,
or Divestiture or Outsourcing Agreement, this Option will become vested and be
exercisable in accordance with the provisions of Section 5, 6 or 7, as
applicable.


 


4.             Term
of Option.  Unless the Option has been terminated or
cancelled, the Option must be exercised before the close of the New York Stock
Exchange (“NYSE”) on the day of the 10th anniversary of the Grant
Date.  If the NYSE is not open for
business on the expiration date specified, the Option will expire at the close
of the NYSE’s prior business day.


 


5.             Retirement, Disability or Death.  Notwithstanding the vesting and exercise
provisions described in Section 3, the Option will vest and remain
exercisable as set forth below (or as set forth in paragraph 6 or 7, as
applicable), in the event of Retirement (as defined in paragraph 3), Disability
or Death, subject however, to Section 12:


 


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  Event

  	
   

  	
  Vesting

  	
   

  	
  Exercise

  
	
  Retirement (as defined in paragraph 3)

  	
   

  	
  Unvested Awards are forfeited if you retire from
  active employment less than 12 months after Grant Date. On or after the 1st
  anniversary of Grant Date, a pro rata portion of the Unvested Awards (rounded
  down to the nearest share in full month increments), as determined based on the portion of the four year
  vesting term that you have completed prior to Termination (with an offset for
  shares previously vested) shall become exercisable upon the earlier of the
  normal vesting schedule (as listed in Section 3) or your Retirement.

  	
   

  	
  Vested Awards expire on the earlier of
  (i) original expiration date described in Section 4, or (ii) 3
  years after Retirement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Disability or Death

  	
   

  	
  Unvested Awards become fully vested as of the
  Date of Termination

  	
   

  	
  Vested Awards expire earlier of (i) original
  expiration date described in Section 4, or (ii) 3 years after
  Termination of Employment.

  



 


6.             Change
in Control.   Notwithstanding the vesting
and exercise provisions described in Section 3, and subject to Section 5.4
of the Plan, if your employment is
terminated following a Change in Control, as defined in the Plan, your Option
will immediately become fully vested, and you will be entitled to exercise the
Option until the earlier of (x) the original expiration date described in Section 4
or (y) the third anniversary of your Termination of Employment, provided
that:


 


(a) your employment is terminated by the
Company or a Subsidiary for any reason other than Cause, Disability or death in
the twelve-month period following the Change in Control; or


 


(b) you terminate your employment with the
Company or your employing Subsidiary within the twelve-month period following
the Change in Control as a result of, and within 180 days following, the
occurrence of one of the following events:


 


i.      the Company or your
employing Subsidiary (1) assigns or causes to be assigned 


 


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to you duties inconsistent
in any material respect with your position as in effect immediately prior to
the Change in Control; (2) makes or causes to be made any material adverse
change in your position, authority, duties or responsibilities; or (3) takes
or causes to be taken any other action which, in your reasonable judgment,
would cause you to violate your ethical or professional obligations (after
written notice of such judgment has been provided by you to the Company and the
Company has been given a 15-day period within which to cure such action), or which
results in a significant diminution in such position, authority, duties or
responsibilities; or


 


ii.     the Company or your
employing subsidiary, without your consent, (1) requires you to relocate
to a principal place of employment more than fifty (50) miles from your
existing place of employment; or (2) reduces your base salary, annual
bonus, or retirement, welfare, stock incentive, perquisite (if any) and other
benefits taken as a whole.


 


7.             Termination
of Employment as a Result of Divestiture or Outsourcing.  Notwithstanding the vesting
and exercise provisions described in Section 3, and subject to Section 12,
if your Termination of Employment is as a result of a Disposition of Assets,
Disposition of a Subsidiary or Outsourcing Agreement, your Option Award will vest on a
pro-rata basis (rounded down to the nearest share in full month
increments)based on (i) the number of whole months completed from Grant
Date through the closing date of the applicable transaction over the original
number of months of the vesting period, times (ii) the total number of
shares awarded under the Option minus (iii) the number of shares
previously vested. The vested portion of your Option Award will expire on the
earlier of the original expiration date of the Award described in Section 4
or three (3) years after the date of your Termination of Employment.


 


Notwithstanding
the foregoing, you shall not be eligible for such pro-rata vesting and extended
expiration date if, (i) your Termination of Employment occurs on or prior
to the closing date of such Disposition of Assets or Disposition of a
Subsidiary, as applicable, or on such later date as is specifically provided in
the applicable transaction agreement or related agreements, or on the effective
date of such Outsourcing Agreement applicable to you (the “Applicable
Employment Date”), and (ii) you are offered Comparable Employment with the
buyer, successor company or outsourcing agent, as applicable, but do not
commence such employment on the Applicable Employment Date.


 


For
purposes of this section 7, (i) “Comparable Employment” is defined as
employment at a base salary rate and bonus target that is at least equal to the
base salary rate and bonus target in effect immediately prior to your
termination of employment and at a location that is no more than 50 miles from
your job location in effect immediately prior to your termination of
employment; (ii) “Disposition of Assets” shall mean the disposition by the
Company or a Subsidiary of all or a portion of the assets used by the Company
or Subsidiary in a trade or business to an unrelated corporation or entity; (iii) “Disposition
of a Subsidiary” shall mean the disposition by the Company or a Subsidiary of
its interest in a subsidiary or controlled entity to an unrelated individual or
entity, provided that such subsidiary or entity ceases to be an affiliated
company as a result of such disposition; and (iv) “Outsourcing Agreement”
shall mean a written agreement between the Company or a Subsidiary and an
unrelated third party (“Outsourcing 


 


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Agent”)
pursuant to which (a) the Company transfers the performance of services
previously performed by employees of the Company or Subsidiary to the
Outsourcing Agent, and (b) the Outsourcing Agreement includes an
obligation of the Outsourcing Agent to offer employment to any employee whose
employment is being terminated as a result of or in connection with said
Outsourcing Agreement.


 


8.             Payment of Exercise Price.  To exercise the Option, you
must pay the Exercise Price for each Share. 
You may pay the Exercise Price in cash, or by certified check, bank
draft, wire transfer or postal or express money order.  You may also pay the Exercise Price by using
one or more of the following methods: (i) delivering to the Company or its
agent a properly executed exercise notice, together with irrevocable
instructions to a broker to deliver promptly (within the typical settlement
cycle for the sale of equity securities on the relevant trading market, or
otherwise in accordance with Regulation T issued by the Federal Reserve Board)
to the Company sale or loan proceeds adequate to satisfy the portion of the
Exercise Price being so paid; (ii) if expressly approved by the Committee,
tendering to the Company (by physical delivery or attestation) or its agent
certificates of Common Stock that you have held for six (6) months or
longer (unless the Committee, in its discretion, waives this 6-month period)
and that have an aggregate Fair Market Value as of the day prior to the date of
exercise equal to the portion of the Exercise Price and any applicable taxes
being so paid; or (iii) if such form of payment is expressly authorized by
Board or Committee, instructing the Company to withhold Shares that would
otherwise be issued were the Exercise Price to be paid in cash and that have an
aggregate Fair Market Value as of the date of exercise equal to the portion of
the Exercise Price and any applicable taxes being so paid.  Notwithstanding the foregoing, you may not
tender any form of payment that the Company determines, in its sole and
absolute discretion, could violate any law or regulation.  You are not required to purchase all Shares
subject to the Option at one time, but you must pay the full Exercise Price for
all Shares that you elect to purchase before they will be delivered.


 


9.             Exercise of Option.  Subject to the terms and conditions of this
Award Agreement, the Option may be exercised by contacting UBS Financial
Services Inc. at 877-461-7802 if calling from within the U.S. or
001-201-272-7684 if calling from outside the U.S., or such other stock option
administrator as is selected by the Company. 
If the Option is exercised after your death, the Company will deliver
Shares only after the Committee or its designee has determined that the person
exercising the Option is the duly appointed executor or administrator of your
estate or the person to whom the Option has been transferred by your will or by
the applicable laws of descent and distribution.


 


10.           Responsibility
for Taxes.  Regardless of
any action the Company or your
employer (the “Employer”) takes with respect to any or all income tax, social
insurance, payroll tax, payment on account or other tax-related items related
to your participation in the Plan and legally applicable to you (“Tax-Related
Items”), by accepting the Award, you acknowledge that the ultimate liability
for all Tax-Related Items is and remains your responsibility and may exceed the
amount actually withheld by the Company or the Employer.  You further acknowledge that the Company
and/or the Employer do not commit to and are under no obligation to structure
the terms of the grant or any aspect of the Stock Option to reduce or eliminate
your liability for Tax-Related Items or achieve any particular tax result.  Further, if you have become subject to tax in
more than one jurisdiction between the date of grant and the date of any
relevant taxable event, 


 


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you acknowledge that the
Company and/or the Employer (or former employer, as applicable) may be required
to withhold or account for Tax-Related Items in more than one jurisdiction.


 


Prior
to any relevant taxable or tax withholding event, as applicable, you will pay
or make adequate arrangements satisfactory to the Company and/or the Employer
to satisfy all Tax-Related Items.  In
this regard, you authorize the Company and/or the Employer, or their respective
agents, at their discretion, to satisfy the obligations with regard to all
Tax-Related Items by one or a combination of the following:


 


(1)           withholding from your wages
or other cash compensation paid to you by the Company and/or the Employer; or


 


(2)           withholding from proceeds of
the sale of Shares acquired upon exercise of the Stock Option either through a
voluntary sale or through a mandatory sale arranged by the Company (on your
behalf pursuant to this authorization).


 


To
avoid negative accounting treatment, the Company may withhold or account for
Tax-Related Items by considering applicable minimum statutory withholding
amounts or other applicable withholding rates.


 


Finally,
you shall pay to the Company or the Employer any amount of Tax-Related Items
that the Company or the Employer may be required to withhold or account for as
a result of your participation in the Plan that cannot be satisfied by the
means previously described.  The Company may refuse to issue or
deliver the Shares or the proceeds of the sale of Shares if you fail to comply
with your obligations in connection with the Tax-Related Items.


 


11.           Transfer
of Option.  You may not transfer the Option or any
interest in the Option except by will or the laws of descent and
distribution.  Notwithstanding the
foregoing, you may transfer the Option to members of your immediate family or
to one or more trusts for the benefit of family members or to one or more
partnerships in which the family members are the only partners, provided that (i) you
do not receive any consideration for the transfer, (ii) you furnish the
Committee or its designee with detailed written notice of the transfer at least
three (3) business days in advance, and (iii) the Committee or its
designee consents in writing.  For this
purpose, “family member” means any spouse, children, grandchildren, parents,
grandparents, siblings, nieces, nephews and grandnieces and grandnephews,
including adopted, in-laws and step family members.  Any Option transferred pursuant to this
provision will continue to be subject to the same terms and conditions that were
applicable to the Option immediately prior to transfer.  The Option may be exercised by the transferee
only to the same extent that you could have exercised the Option had no
transfer occurred.


 


12.           Covenant;
Forfeiture of Award; Agreement to Reimburse Company.


 


(a)           If
you have been terminated for Cause, including without limitation a termination
as a result of your violation of the Company’s Code of Ethical Conduct, any
outstanding vested or unvested stock options shall be immediately rescinded and
you will forfeit any rights you have with respect to those options and, in
addition, you hereby agree and promise immediately to deliver to the Company,
Shares (or, in the discretion of the Committee, cash) equal in value to the
amount of any profit you realized upon an exercise of the Option during the 


 


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period beginning six (6) months prior to
your Termination of Employment and ending on your Termination of Employment.


 


(b)           If,
after your Termination of Employment, the Committee determines in its sole
discretion that while you were a Company or Subsidiary employee you engaged in
activity that would have constituted grounds for the Company or Subsidiary to
terminate your employment for Cause, then the Company will immediately rescind
the unvested portion of your Option and any vested but unexercised portion of
the Option and you will immediately forfeit any and all rights you have
remaining on the date the Committee makes such determination with respect to
the Option.  In addition, you hereby
agree and promise immediately to deliver to the Company the number of Shares
(or, in the discretion of the Committee, the cash value of said shares) equal
in value to the amount of any profit you realized upon the exercise of any
portion of the Option during the period six (6) months prior to your
Termination of Employment through the date of the Committee’s determination.


 


(c)           If
the Committee determines, in its sole discretion, that at anytime after your
Termination of Employment and prior to the second anniversary of your
Termination of Employment you (i) disclosed business confidential or
proprietary information related to any business of the Company or Subsidiary or
(ii) have entered into an employment or consultation arrangement
(including any arrangement for employment or service as an agent, partner,
stockholder, consultant, officer or director) with any entity or person engaged
in a business and (a) such employment or consultation arrangement would
likely (in the sole judgment of the Committee) result in the disclosure of
business confidential or proprietary information related to any business of the
Company or a Subsidiary to a business that is competitive with any Company or
Subsidiary business as to which you have had access to business strategic or
confidential information, and (b) the Committee has not approved the
arrangement in writing, then any Option that you have not exercised (whether
vested or unvested) will immediately be rescinded, and you will forfeit any
rights you have with respect to these Options as of the date of the Committee’s
determination.  In addition, you hereby
agree and promise immediately to deliver to the Company, Shares (or, in the
discretion of the Committee, cash) equal in value to the amount of any profit
you realized upon an exercise of the Option during the period beginning six (6) months
prior to your Termination of Employment and ending on the Committee’s
determination date.


 


13.           Adjustments.  In the event of any stock
split, reverse stock split, dividend or other distribution (whether in the form
of cash, Shares, other securities or other property), extraordinary cash
dividend, recapitalization, merger, consolidation, split-up, spin-off,
reorganization, combination, repurchase or exchange of Shares or other
securities, the issuance of warrants or other rights to purchase Shares or
other securities, or other similar corporate transaction or event, the
Committee shall adjust the number and kind of Shares covered by the Option, the
Exercise Price and other relevant provisions to the extent necessary to prevent
dilution or enlargement of the benefits or potential benefits intended to be
provided by the Option.


 


14.           Restrictions
on Exercise.  Exercise of the Option is subject to the
conditions that, to the extent required at the time of exercise, (a) the
Shares covered by the Option will be duly listed, upon official notice of
issuance, upon the NYSE, and (b) a Registration Statement under 


 


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the Securities Act of 1933 with respect to the
Shares will be effective or an exemption from registration will apply.  The Company will not be required to deliver
any Common Stock until all applicable federal and state laws and regulations
have been complied with and all legal matters in connection with the issuance
and delivery of the Shares have been approved by counsel of the Company.  Notwithstanding this Statement of Terms and
Conditions, Optionee may exercise the Option only pursuant to the “broker-assisted
cashless exercise” method described in Section 5(i) of this Statement
of Terms and conditions if so restricted by local law at the time of exercise.


 


15.           Disposition
of Securities.  By accepting the Award, you acknowledge that
you have read and understand the Company’s Insider Trading Policy, and are
aware of and understand your obligations under federal securities laws with
respect to trading in the Company’s securities, and you agree not to use the
Company’s “cashless exercise” program (or any successor program) at any time
when you possess material nonpublic information with respect to the Company or
when using the program would otherwise result in a violation of securities
law.  The Company will have the right to
recover, or receive reimbursement for, any compensation or profit realized on
the exercise of the Option or by the disposition of Shares received upon
exercise of the Option to the extent that the Company has a right of recovery
or reimbursement under applicable securities laws.


 


16.           Plan
Terms Govern.  The exercise of the Option, the disposition
of any Shares received upon exercise of the Option, and the treatment of any
gain on the disposition of these Shares are subject to the terms of the Plan
and any rules that the Committee may prescribe.  The Plan document, as may be amended from
time to time, is incorporated into this Award Agreement.  Capitalized terms used in this Award
Agreement have the meaning set forth in the Plan, unless otherwise stated in
this Award Agreement.  In the event of
any conflict between the terms of the Plan and the terms of this Award
Agreement, the Plan will control.  By
accepting the Award, you acknowledge receipt of the Plan, as in effect on the
date of this Award Agreement.


 


17.           Data Privacy.  By accepting the Award, you hereby explicitly
and unambiguously consent to the collection, use and transfer, in electronic or
other form, of your personal data as described in this Award Agreement and any
other grant materials by and among, as applicable, your Employer, the Company
and its Subsidiaries (or former Subsidiaries as are deemed necessary) for the
exclusive purpose of implementing, administering and managing your
participation in the Plan.


 


You understand that the Company and the Employer
may hold certain personal information about you, including, but not limited to,
your name, home address and telephone number, date of birth, social insurance
number or other identification number, salary, nationality, job title, any
Shares or directorships held in the Company, details of all Stock Option Awards
or any other entitlement to Shares awarded, canceled, exercised, vested,
unvested or outstanding in your favor, for the exclusive purpose of
implementing, administering and managing the Plan (“Data”).


 


You understand that Data may be transferred to any
third parties assisting the Company with the implementation, administration and
management of the Plan.  You understand
that these recipients of the Data may be located in the United States or
elsewhere, and that the recipients’ country (e.g., the United States) may have
different data privacy laws and protections than your 


 


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country.  You
understand that you may request a list with the names and addresses of any
potential recipients of the Data by contacting your local Human Resources
Representative.  You authorize the
Company and the recipients assisting the Company (presently or in the future)
with implementing, administering and managing the Plan to receive, possess,
use, retain and transfer the Data, in electronic or other form, for the sole
purpose of implementing, administering and managing your participation in the
Plan.  You understand that Data will be
held only as long as is necessary to implement, administer and manage your
participation in the Plan.  You understand
that you may, at any time, view Data, request additional information about the
storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any case without cost, by contacting
in writing your local Human Resources Representative.  You understand, however, that refusing or
withdrawing your consent may affect your ability to participate in the
Plan.  For more information on the
consequences of your refusal to consent or withdrawal of consent, you
understand that you may contact your local Human Resources Representative.


 


18.           Nature
of Grant.  By accepting the Award, you acknowledge that:


 


(a)           the Plan is established
voluntarily by the Company, it
is discretionary in nature and it may be modified, amended, suspended or
terminated by the Company at any time;


 


(b)           the grant of the Stock
Options is voluntary and occasional and does not create any contractual or
other right to receive future grants of Stock Options, or benefits in lieu of
Stock Options, even if Stock Options have been granted repeatedly in the past;


 


(c)           all decisions with respect
to future Stock Options grants, if any, will be at the sole discretion of the
Company;


 


(d)           your participation in the
Plan shall not create a right to further employment with the Employer and shall
not interfere with the ability of the Employer to terminate your employment
relationship at any time;


 


(e)           you are voluntarily
participating in the Plan;


 


(f)            Stock Options Awards are
extraordinary items that do not constitute part of your ordinary ongoing
compensation;


 


(g)           Stock Options are not
intended to replace any pension rights or compensation;


 


(h)           Stock Options are not part
of normal or expected compensation or salary for any purposes, including, but
not limited to, calculating any severance, resignation, termination,
redundancy, dismissal, end of service payments, bonuses, long-service awards,
pension or retirement or welfare benefits or similar payments and in no event
should be considered as compensation for, or relating in any way to, past
services for the Company, the
Employer or any Subsidiary of  the
Company;


 


(i)            the Stock Option grant and
your participation in the Plan will not be interpreted to form an employment
contract or relationship with the Company
or any Subsidiary of the Company;


 


(j)            the future value of the
underlying Shares is unknown and cannot be predicted with certainty;


 


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(k)           in consideration of the
grant of the Stock Option, no claim or entitlement to compensation or damages
shall arise from forfeiture of the Stock Option resulting from termination of
your employment with the Company
or the Employer (for any reason whatsoever and whether or not in breach of
local labor laws) and you irrevocably release the Company and the Employer from any such claim that may arise;
if, notwithstanding the foregoing, any such claim is found by a court of
competent jurisdiction to have arisen, you shall be deemed irrevocably to have
waived your entitlement to pursue such claim;


 


(l)           the Stock Option and the
benefits under the Plan, if any, will not automatically transfer to another
company in the case of a merger, take-over or transfer of liability;


 


(n)          you have no rights as a stockholder of the Company pursuant to the
Stock Option until you exercise the Option and Shares are actually delivered to
you.


 


19.           No Advice Regarding Grant.  The Company is not providing any tax, legal
or financial advice, nor is the Company making any recommendations regarding your
participation in the Plan, the exercise of your Stock Option or your
acquisition or sale of the underlying Shares. 
You are hereby advised to consult with your own personal tax, legal and
financial advisors regarding your participation in the Plan before taking any
action related to the Plan.


 


20.           Language.  If you have received this Award Agreement or
any other document related to the Plan translated into a language other than
English and if the meaning of the translated version is different than the English
version, the English version will control.


 


21.           Electronic
Delivery.  The Company may, in its sole
discretion, decide to deliver any documents related to current or future
participation in the Plan by electronic means. 
You hereby consent to receive such documents by electronic delivery and
agree to participate in the Plan through an on-line or electronic system
established and maintained by the Company
or a third party designated by the Company.


 


22.           Imposition
of Other Requirements. The Company reserves the right to impose other requirements on your
participation in the Plan, on the Stock Option Award and on any Shares acquired
under the Plan, to the extent the Company determines it is necessary or
advisable in order to comply with local law or facilitate the administration of
the Plan, and to require you to sign any additional agreements or undertakings
that may be necessary to accomplish the foregoing.


 


23.           Incorporation
of Other Agreements.  This Award Agreement and the Plan constitute
the entire understanding between you and the Company regarding the Option.  This Award Agreement supersedes any prior
agreements, commitments or negotiations concerning the Option.


 


24.           Severability.  The invalidity or
unenforceability of any provision of this Award Agreement will not affect the
validity or enforceability of the other provisions of this Award Agreement,
which will remain in full force and effect. 
Moreover, if any provision is found to be excessively broad in duration,
scope or covered activity, the provision will be construed so as to be
enforceable to the maximum extent compatible with applicable law.


 


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By accepting this Award, you agree to the
following:


 


(i)            you
have carefully read, fully understand and agree to all of the terms and
conditions described in this Award Agreement and the Plan; and


 


(ii)           you
understand and agree that this Award Agreement and the Plan constitute the
entire understanding between you and the Company regarding the Option, and that
any prior agreements, commitments or negotiations concerning the Option are
replaced and superseded.


 


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