Exhibit 10.51


 


AMENDED 1997 OPTION PLAN


 


[FORM OF] NON-QUALIFIED STOCK OPTION
AGREEMENT


 


THIS AGREEMENT, dated as of [DATE] is made by and between AMPHENOL
CORPORATION a Delaware corporation (hereinafter referred to as the “Company”),
and [NAME], an employee of the Company or a Subsidiary (as defined below) or
Affiliate (as defined below) of the Company (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”);


 


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 Options
provided for herein to the Optionee as an incentive for increased efforts
during his term of office with the Company or its Subsidiaries or Affiliates,
and has advised the Company thereof and instructed the undersigned officers to
issue said Options;


 


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, any corporation
directly or indirectly controlling, controlled by, or under common control
with, the Company or any other entity designated by the Board of Directors of
the Company in which the Company or an Affiliate has an interest.


 


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 a written demand for substantial performance is
delivered 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 results 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.


 


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 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 on which the Options provided for in
this Agreement were 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 that certain Management
Stockholder’s Agreement dated as of May 19, 1997 between the Optionee and the
Company.


 


Section 1.10
- Options


 


“Options” shall mean the non-qualified options, to purchase Common
Stock granted under this Agreement.


 


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 1997 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 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 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    [Sometimes
referred to as Grant Date]


 


“Trigger Date” shall mean the date hereof.


 


ARTICLE II


 


GRANT OF OPTIONS


 


Section 2.1
- Grant of Options


 


For good and valuable consideration, on and as of the date hereof the
Company irrevocably grants to the Optionee an Option to purchase any part or
all of an aggregate of [NUMBER] shares of its $.001 par value Class A Common
Stock upon the terms and conditions set forth in this Agreement.


 


Section 2.2
- Exercise Price    [Sometimes
referred to as Grant Price]


 


Subject to Section 2.4, the exercise price of the shares of stock
covered by the Options  (the “Option
Exercise Price”) shall be [AMOUNT] per share without commission or other
charge.


 


Section 2.3  - 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
Affiliate or shall interfere with or restrict in any way the rights of the
Company and its Subsidiaries or Affiliates, 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 Options
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 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, 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)  Options shall become
exercisable as follows:


 


	
  Date
  Option

  Becomes Exercisable

  	
   

  	
  Percentage of Option

  Shares Granted As to Which

  Option 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 Options 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 Options shall become
immediately exercisable as to 100% of the shares of Common Stock subject to
such Options immediately prior to a Change of Control (but only to the extent
such Options have not otherwise terminated or become exercisable).


 


(b)  Notwithstanding the
foregoing, no Option 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 or Permanent
Disability of the Optionee, and any Option (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 such death or
Permanent Disability, the Options shall immediately become exercisable as to
all shares of Common Stock subject thereto.


 


Section 3.2
- Expiration of Options  [Sometimes referred to as Grant Expiration
Date]


 


Except as otherwise provided in Section 5 or 6 of the Management
Stockholder’s Agreement, the Options 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; or


 


(c)  The first business day which is fifteen
calendar days after the earlier of (i) 75 days after termination of employment
of the Optionee for any reason other than for death, Permanent Disability or
Retirement and (ii) the delivery of notice by the Company that it does not
intend to exercise its call rights under Section 6 of the Management
Stockholder’s Agreement; provided, however, that in any event the
Options shall remain exercisable under this subsection 3.2(c) until at
least 45 days after termination of employment of the Optionee for any reason
other than for death, Permanent Disability or Retirement; or


 


(d)  The date the Option is terminated pursuant to
Section 5, 6 or 8(b) of the Management Stockholder’s Agreement; or


 


(e)  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 Options that have then
neither been fully exercised nor become unexercisable under this Section 3.2.


 


ARTICLE IV


 


EXERCISE OF OPTIONS


 


Section 4.1
- Person Eligible to Exercise


 


Except as provided in the Management Stockholder’s Agreement, during
the lifetime of the Optionee, only he may exercise an Option or any portion
thereof.  After the death of the
Optionee, any exercisable portion of an Option may, prior to the time when an
Option becomes unexercisable under Section 3.2, be exercised by his
personal representative 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 or the entire Option, if then
wholly exercisable, may be exercised in whole or in part at any time prior to
the time when the Option 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

  	
   

  	
  [Refer to “A Guide to the Amphenol Corporation Stock Option Plan” for
  new instructions regarding Manner of Exercise]

  






 


An Option, or any exercisable portion thereof, may be exercised solely
by delivering to the Secretary or his office all of the following prior to the
time when the Option or such portion becomes unexercisable under Section 3.2:


 





















 


(a)  Notice in writing signed by the Optionee or
the other person then entitled to exercise the Option or portion thereof,
stating that the Option or portion thereof is thereby exercised, such notice
complying with all applicable rules established by the Committee;


 


(b)  Full payment (in cash, by check or by a
combination thereof) for the shares with respect to which such Option or
portion thereof is exercised;


 


(c)  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;


 


(d)  Full payment to the Company of all amounts
which, under federal, state or local law, it is required to withhold upon
exercise of the Option; and 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;


 


(e)  In the event the Option 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.


 


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 does not
violate the Act, and may issue stop-transfer orders covering such shares.  Share certificates evidencing stock issued on
exercise of this Option shall bear an appropriate legend referring to the
provisions of subsection (c) above and the agreements herein.  The written representation and agreement
referred to in subsection (c) 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, 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 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 as the Committee may from time to time
establish for reasons of administrative convenience.


 


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   [Committee has
retained Salomon Smith Barney to provide administrative assistance]


 


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 Options. 
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
- Options Not Transferable


 


Except as provided in the Management Stockholder’s Agreement, neither
the Options 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 Options 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  [Refer to “A Guide to the Amphenol
Corporation Stock Option Plan” for additional information on providing notices
under the term of the Agreement]


 


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 at the address given beneath
his signature hereto.  By a notice given
pursuant to this Section 5.4, either party may hereafter designate a
different address for notices to be given to him.  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 under this Section 5.4.  Any notice shall have been deemed duly given
when enclosed in a properly sealed envelope or wrapper addressed as aforesaid,
deposited (with postage prepaid) in a post office or branch post office
regularly maintained by the United States Postal Service, or when sent by
overnight delivery or telecopy.


 


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 Options and the shares of Common Stock issued to the Optionee upon
exercise of the Options shall be subject to all of the terms and provisions of
the Plan and the Management Stockholder’s Agreement, to the extent applicable
to the Options and such shares.  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 writing executed by the parties
hereto which specifically states that it is amending this Agreement.


 


Section 5.8
- Governing Law


 


The laws of the State of Delaware (or if the Company reincorporates in
another state, the laws of that state) 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 of any thereof,
may be brought in any court of competent jurisdiction in the State of Delaware
(or if the Company reincorporates in another state, in that state) or New York,
as the Company may elect in its sole discretion, 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 Delaware (or if the Company reincorporates in
another state, in that state) or New York, 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 Delaware (or if the Company
reincorporates in another state, in that state) or New York, 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.


 


IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto.


 


 


	
   

  	
  AMPHENOL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Martin H. Loeffler

  	
   

  
	
   

  	
   

  	
  Chairman, President & CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  OPTIONEE:

  
	
   

  	
   

  
	
  [Name}

  
	
   

  
	
   

  	
   

  
	
  Address

  	
   

  
	
   

  
	
  [Name] Taxpayer

  
	
  Identification Number

  
	
   

  	
   

  
							



 


Copies of completed and executed Non-Qualified Option Agreements may be
obtained from the Company’s Legal Department. 
A written request should be mailed or faxed to the Company’s General
Counsel at 203/265-8628.