Exhibit 10.52


 


[FORM OF] SALE PARTICIPATION AGREEMENT


 


 


(DATE)


 


 


[NAME]


[ADDRESS]


 


 


Dear [NAME]:


 


You have entered into a Management Stockholder’s Agreement, dated as of
[DATE] between Amphenol Corporation, a Delaware corporation (“the Company”),
and you (the “Stockholder’s Agreement”) relating to your ownership and/or
purchase of shares of the Class A Common Stock, par value $.001 per share (the “Common
Stock”) of the Company.  The undersigned,
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”), also have acquired shares of
Common Stock of the Company and hereby agree with you as follows, effective
upon the Effective Time of the Merger (as defined in the Stockholder’s
Agreement) or, in the event that you entered into such Stockholder’s Agreement
subsequent to the Effective Time of the Merger, upon the purchase of Common
Stock by you:


 


1.  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 for cash or
any other consideration any shares of Common Stock of the Company owned by it,
in any transaction other than a Qualified Public Offering (as defined in the
Stockholder’s Agreement) or a sale to an affiliate of KKR Partners, Associates,
KKR 1996 or NXS LLC, as the case may be, the Selling Party will notify you or
your Management Stockholder’s Estate or Management Stockholder’s Trust (as such
terms are defined in Section 2 of the Stockholder’s Agreement), as the
case may be, in writing (a “Notice”) of such proposed sale (a “Proposed Sale”)
and the material terms of the Proposed Sale as of the date of the Notice (the “Material
Terms”) promptly, and in any event not less than 15 days prior to the
consummation of the Proposed Sale and not more than 5 days after the execution
of the definitive agreement relating to the Proposed Sale, if any (the “Sale
Agreement”).  If within 10 days of your
or your Management Stockholder’s Estate’s or Management Stockholder’s Trust, as
the case may be, receipt of such Notice the Selling Party receives from you or
your Management Stockholder’s Estate or Management Stockholder’s Trust, as the
case may be, a written request  (a “Request”)
to include Common Stock held pursuant to the Stockholder’s Agreement by you or
your Management Stockholder’s Estate or Management Stockholder’s Trust, as the
case may be, 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 or your Management Stockholder’s
Estate or Management Stockholder’s Trust, as the case may be, and the Selling
Party), the Common Stock so held by you will be so included as provided herein;
provided that only one


 





















 


Request, which shall be executed by you or your Management Stockholder’s
Estate or Management Stockholder’s Trust, as the case may be, may be delivered
with respect to any Proposed Sale for all Common Stock held by you or your
Management Stockholder’s Estate or Management Stockholder’s Trust.  Any Common Stock held by you or by your
Management Stockholder’s Estate or Management Stockholder’s Trust 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, your Management Stockholder’s Trust or your Management
Stockholder’s Estate 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 or your Management Stockholder’s Estate or Management
Stockholder’s Trust, as the case may be, 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 or your Management
Stockholder’s Estate or Management Stockholder’s Trust (and held pursuant to
the Stockholder’s Agreement), as the case may be, 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 or your Management Stockholder’s Estate or Management
Stockholder’s Trust, as the case may be, 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 or your Management Stockholder’s Estate or
Management Stockholder’s Trust, as the case may be, 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 or your Management
Stockholder’s Estate or Management Stockholder’s Trust, as the case may be,
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.


 


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3.  Except as may otherwise be
provided herein, 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,
your Management Stockholder’s Estate or your Management Stockholder’s Trust
shall be pro rata in proportion with the number of shares of Common Stock to be
sold.


 


4.  Upon delivering a Request,
you or your Management Stockholder’s Estate or Management Stockholder’s Trust,
as the case may be, will, if requested by the Selling Party, execute and
deliver a custody agreement and 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 or your Management Stockholder’s Estate or
Management Stockholder’s Trust, as the case may be, pursuant hereto (a “Custody
Agreement and Power of Attorney”).  The
Custody Agreement and Power of Attorney will provide, among other things, that
you or your Management Stockholder’s Estate or Management Stockholder’s Trust,
as the case may be, 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 or your Management Stockholder’s Estate’s or Management Stockholder’s
Trust’s, as the case may be, agent and attorney-in-fact with full power and
authority to act under the Custody Agreement and Power of Attorney on your or
your Management Stockholder’s Estate’s or Management Stockholder’s Trust’s, as
the case may be, behalf with respect to the matters specified therein.


 


5.  Your or your Management
Stockholder’s Estate’s or Management Stockholder’s Trust’s, as the case may be,
right pursuant hereto to participate in a Proposed Sale shall be contingent on
your or your Management Stockholder’s Estate’s or Management Stockholder’s
Trust’s, as the case may be, strict compliance with each of the provisions
hereof and your or your Management Stockholder’s Estate’s or Management
Stockholder’s Trust’s, as the case may be, willingness to execute 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 or your Management Stockholder’s
Estate or Management Stockholder’s Trust, as the case may be, to, and you or
your Management Stockholder’s Estate or Management Stockholder’s Trust, as the
case may be, 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 Management Stockholder’s Trust, as
the case may be, and no other of your or your Management Stockholder’s Estate’s
or Management Stockholder’s Trust’s, as the case may be, successors or assigns
shall have any rights pursuant hereto.


 


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8.     This
Agreement shall terminate and be of no further force and effect on the fifth
anniversary of the first occurrence of a Public Offering (as defined in the
Stockholder’s Agreement).


 


9.     All
notices and other communications provided for herein shall be in writing 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 first
set forth above herein;


 


(c) If to your Management Stockholder’s
Estate or Management Stockholder’s Trust, at the address provided to 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 Delaware (or if the Company reincorporates in 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 States of Delaware (or
if the Company reincorporates in another state, of that state) or New York, as
the Selling Parties may elect in their sole discretion, 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.


 


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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 the undersigned that you are aware that no
Proposed Sale presently is contemplated and that such a sale may never occur.


 


If the foregoing accurately sets forth our agreement, please
acknowledge your acceptance thereof in the space provided below for that
purpose.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  KKR PARTNERS II, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KKR Associates (Strata) L.P.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Strata L.L.C.,

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  NXS ASSOCIATES, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KKR Associates (NXS) L.P.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KKR-NXS L.L.C.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Member

  
							



 


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  KKR 1996 FUND L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KKR Associates 1996 L.P.,

  
	
   

  	
   

  	
  its General Partner,

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KKR 1996 GP LLC,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Member

  
	
   

  	
   

  
	
   

  	
  NXS I, L.L.C

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KKR 1996 Fund, L.P.,

  
	
   

  	
   

  	
  its Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KKR Associates 1996 L.P.,

  
	
   

  	
   

  	
  its General Partner,

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KKR 1996 GP L.L.C,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted and agreed to:

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
  (Name)

  	
   

  
							



 


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