Exhibit 10.54


 


[FORM OF] 2000 NON-QUALIFIED STOCK OPTION
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 it
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 or KKR (as
hereinafter defined), any corporation or entity directly or indirectly
controlling, controlled by, or under common control with, the Company or KKR.


 


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 to a Person who is not an Affiliate of Kohlberg
Kravis Roberts & Co. L.P. (“KKR”), (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 that does
not include KKR or any of its Affiliates or (iii) the consummation of a merger,
reorganization, business combination or liquidation of the Company, but only if
such merger, reorganization, business combination or liquidation results in the
KKR 1996 Fund L.P., a Delaware limited partnership (the “Partnership”) or NXS
Associates L.P., or any affiliates or affiliates thereof, together no longer
having power (A) to elect a majority of the Board of Directors of the Company
or such other corporation which succeeds to the Company’s rights and obligation
pursuant to such merger, reorganization, business combination or liquidation,
or (B) if the resulting entity of such merger, reorganization, business
combination or liquidation is not a corporation, to select the general
partner(s) or other persons or entities controlling the operations and business
of the resulting entity.  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) a 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, 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 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 the plural, where the context so indicates.


 


Section 1.15 - Retirement


 


“Retirement” shall mean retirement at age 65 or over (or such other age
as may be approved by the Compensation Committee of the Board of Directors of
the Company) after having been employed by the Company or a Subsidiary for at
least three years after the Grant Date.


 


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:


 


	
   

  	
   

  	
  Percentage of Option to Purchase

  	
   

  
	
  Date
  Option to Purchase

  	
   

  	
  Shares Granted As to Which

  	
   

  
	
  Becomes
  Exercisable

  	
   

  	
  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 have 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, Retirement
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, Retirement or Permanent Disability of the Optionee and
provided that the Optionee has been employed for at least three years after June 6,
2000, all Option to Purchase 


 





















 


awarded hereunder shall become immediately exercisable.  If the Optionee has not been employed for
such three-year period, then 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, Permanent Disability or Retirement.  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, Permanent Disability or Retirement.  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; 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 Option to Purchase that have 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 2000 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 or 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 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.


 


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 portion thereof shall be
exercised pursuant to Section 4.1 by any person or persons other than the
Optionee, 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.


 


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 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
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 usch
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.