Exhibit
10.55


 


[FORM OF] SALE PARTICIPATION AGREEMENT


 


Dear Optionee:


 


You have entered into a Management Stockholder’s Agreement, dated as of
the Grant Date, between Amphenol Corporation, a Delaware corporation (“the
Company”), and you (the “Stockholder’s Agreement”). In connection with the
Stockholder’s Agreement, KKR Partners II, L.P., a Delaware limited partnership
(“KKR Partners”), NXS Associates, L.P., a Delaware limited partnership (“Associates”),
KKR 1996 Fund L.P., a Delaware limited partnership (“KKR 1996”), and NXS I,
L.L.C., a Delaware limited liability company (“NXS LLC”) hereby agree with you
as follows:


 


1.  Unless otherwise provided by
a decision of the Compensation Committee of the Board of Directors of the
Company acting pursuant to Section 8 of the Stockholder’s Agreement, in
the event that at any time KKR Partners, Associates, KKR 1996 or NXS LLC, as
the case may be (each, a “Selling Party” and collectively, the “Selling Parties”),
proposes to sell any shares of Common Stock of the Company owned by it, in any
transaction other than a sale to an affiliate of KKR Partners, Associates, KKR
1996 or NXS LLC, as the case may be, the Selling Party will promptly notify you
or your Management Stockholder’s Estate or your Management Stockholder’s Trust
(as such terms are defined in the Stockholder’s Agreement collectively
hereinafter referred to as “Management Stockholder” or “you” or “your”), as the
case may be, in writing (a “Notice”) of such proposed sale (a “Proposed Sale”)
including the material terms of the Proposed Sale as of the date of the Notice
(the “Material Terms”) and in any event such Notice will be provided not less
than 10 business days prior to the consummation of the Proposed Sale and not
more than 5 business days after the execution of the definitive agreement
relating to the Proposed Sale, if any (the “Sale Agreement”).  If, within 2 business days of Management
Stockholder’s receipt of such Notice, the Selling Party receives a written
request (a “Request”) from you to include Common Stock held pursuant to the
Stockholder’s Agreement by you in the Proposed Sale (which Request shall be
irrevocable unless (a) there shall be a material adverse change in the Material
Terms or (b) if otherwise mutually agreed to in writing by you, and the Selling
Party), the Common Stock so held by you, except as may otherwise be provided by
a decision of the Compensation Committee of the Board of Directors of the
Company acting pursuant to Section 8 of the Stockholder’s Agreement, will
be so included in the Proposed Sale as provided herein; provided that only one
Request, which shall be executed by you, may be delivered with respect to any
Proposed Sale for all Common Stock held by you. 
Any Common Stock held by you which is not subject to the terms and
conditions of the Stockholder’s Agreement shall not be included in any Proposed
Sale, and references to Common Stock herein shall be construed
accordingly.  Promptly after the
consummation of the transactions contemplated thereby, the Selling Party will
furnish you with a copy of the Sale Agreement, if any.  In the event that KKR Partners and any or all
of Associates, KKR 1996 and/or NXS LLC propose to sell shares of Common Stock
in the Proposed Sale, the term “Selling Partnership” shall refer only to
Associates, KKR 1996 and/or NXS LLC, as the case may be, and not to KKR
Partners.


 





















 


2.                                       The
number of shares of Common Stock which you will be permitted to include in a
Proposed Sale pursuant to a Request will be the lesser of (a) the sum of the number
of shares of Common Stock then owned by you (and held pursuant to the
Stockholder’s Agreement) plus all shares of Common Stock which you are then
entitled to acquire under an unexercised Option (as defined in the Stockholder’s
Agreement) to purchase shares of Common Stock, to the extent such Option is
then vested or would become vested as a result of the consummation of the
Proposed Sale and (b) the sum of the shares of Common Stock then owned by you
plus all shares of Common Stock which you are entitled to acquire under an
unexercised Option to purchase shares of Common Stock, whether or not fully
vested, multiplied by a percentage calculated by dividing the aggregate number
of shares proposed to be sold in the Proposed Sale by the total number of shares
of Common Stock (x) owned by all parties who have rights pursuant to this
Agreement and any other Sale Participation Agreement with respect to the Common
Stock of the Company and (y) KKR Partners, Associates, KKR 1996 and NXS LLC.  If one or more holders of shares of Common
Stock who have been granted the same rights granted to you hereunder elect not
to include the maximum number of shares of Common Stock which such holders
would have been permitted to include in a Proposed Sale (the “Eligible Shares”),
KKR Partners, Associates or NXS LLC, KKR 1996 or NXS LLC, or such remaining
holders of shares of Common Stock, or any of them, may sell in the Proposed
Sale a number of additional shares of Common Stock owned by any of them equal
to their pro rata portion of the number of Eligible Shares not included in the
Proposed Sale, based on the relative number of shares of Common Stock then held
by each such holder, and such additional shares of Common Stock which any such
holder or holders propose to sell shall not be included in any calculation made
pursuant to the first sentence of this Paragraph 2 for the purpose of
determining the number of shares of Common Stock which you will be permitted to
include in a Proposed Sale.  KKR
Partners, Associates, KKR 1996 and NXS LLC, or any of them, may sell in the
Proposed Sale additional shares of Common Stock owned by any of them equal to
any remaining Eligible Shares which will not be included in the Proposed Sale
pursuant to the foregoing.


 


3.                                       Except
as may otherwise be provided herein or in Section 8 of the Stockholder’s
Agreement, shares of Common Stock subject to a Request will be included in a
Proposed Sale pursuant hereto and in any agreements with purchasers relating
thereto on the same terms and subject to the same conditions applicable to the
shares of Common Stock which the Selling Party proposes to sell in the Proposed
Sale.  Such terms and conditions shall
include, without limitation:  the sales
price; the payment of fees, commissions and expenses; the provision of, and
representation and warranty as to, information requested by the Selling Party;
and the provision of requisite indemnifications; provided that any
indemnification provided by you shall be pro rata in proportion with the number
of shares of Common Stock to be sold.


 


4.                                       Upon
delivering a Request, you will, if requested by the Selling Party, execute and
deliver a custody agreement and a power of attorney in form and substance
satisfactory to the Selling Party with respect to the shares of Common Stock which
are to be sold by you pursuant hereto (a “Custody Agreement and Power of
Attorney”).  The Custody Agreement and
Power of Attorney will provide, among other things, that you will deliver to
and deposit in custody with the custodian and attorney-in-fact named therein a
certificate or certificates representing such shares of Common Stock (duly
endorsed in blank by the registered owner or owners thereof) and irrevocably
appoint said custodian and attorney-in-fact as your agent and attorney-in-fact
with


 





















 


full power and authority to act under the Custody Agreement and Power
of Attorney on your behalf with respect to the matters specified therein.


 


5.                                       Your
right pursuant hereto to participate in a Proposed Sale shall be contingent on
your strict compliance with each of the provisions hereof and your willingness
to execute and deliver such documents in connection therewith as may be
reasonably requested by the Selling Party.


 


6.                                       In
the event of a Proposed Sale pursuant to Section 1 hereof, the Selling
Party may elect, by so specifying in the Notice, to require you to, and you
will, participate in such Proposed Sale in accordance with the terms and
provisions of Section 2, 3 and 4 hereof.


 


7.                                       The
obligations of KKR Partners, Associates, KKR 1996 and NXS LLC hereunder shall
extend only to you or your Management Stockholder’s Estate or your Management
Stockholder’s Trust, as the case may be, and no other successors or assigns
shall have any rights pursuant hereto.


 


8.                                       This
Agreement shall terminate and be of no further force and effect on June 6,
2005.


 


9.                                       All
notices and other communications provided for herein shall be in writing or
electronic form and shall be deemed to have been duly given when delivered to
the party to whom it is directed:


 


(a)                                  If
to KKR Partners, Associates, KKR 1996 or NXS LLC, to it at the following
address:


c/o Kohlberg Kravis Roberts & Co.


2800 Sand Hill Road


Suite 200


Menlo Park, California  94025


Attn: 
Michael Michelson


 


with a copy to:


 


Simpson Thacher & Bartlett


425 Lexington Avenue


New York, New York  10017


Attn: 
Charles I. Cogut, Esq.


 


(b)                                 If
to you, to you at the address or email address set forth in the records of the
Company;


 


(c)                                  If
to your Management Stockholder’s Estate or your Management Stockholder’s
Trust,  at the address provided to all
such parties by such entity;


 


or at such other address as any of the above shall have specified by
notice in writing delivered to the others by certified mail, overnight delivery
or telecopy.


 





















 


10.                                 The
laws of the State of Connecticut (or if the Company relocates to another state,
of that state) shall govern the interpretation, validity and performance of the
terms of this Agreement. No suit, action or proceeding with respect to this
Agreement may be brought in any court or before any similar authority other
than in a court of competent jurisdiction in the State of Connecticut (or if
the Company relocates to in another state, of that state) and you hereby submit
to the non-exclusive jurisdiction of such courts for the purpose of such suit, proceeding
or judgment.  You hereby irrevocably
waive any right which you may have had to bring such an action in any other
court, domestic or foreign, or before any similar domestic or foreign
authority.  You hereby irrevocably and
unconditionally waive trial by jury in any legal action or proceeding in
relation to this Agreement and for any counterclaim therein.


 


11.                                 If
KKR Partners, Associates, KKR 1996 or NXS LLC transfers its interest in the
Company to an affiliate of KKR Partners, Associates, KKR 1996 or NXS LLC, as
the case may be, such affiliate shall assume the obligations hereunder of KKR
Partners, Associates, KKR 1996 or NXS LLC, as the case may be.


 


12.                                 Notwithstanding
any other provision of this Agreement, neither the general partner nor the
limited partners, nor any future general or limited partner of any of KKR
Partners, Associates or KKR 1996, nor any member or managing member of NXS LLC,
shall have any personal liability for performance of any obligation of such
entity under this Agreement.


 


It is the understanding of KKR Partners, Associates, KKR 1996 and NXS
LLC that you are aware that no Proposed Sale presently is contemplated and that
such a sale may never occur.