Exhibit 10.32


 


THE 2009 AMPHENOL EXECUTIVE INCENTIVE PLAN


 


1.     Purpose.  Amphenol Corporation (the “Company”) has
established the 2009 Amphenol Executive Incentive Plan (the “Executive
Incentive Plan”) to provide incentive compensation in the form of a cash bonus
incentive award (“Award”) to eligible Employees. The Executive Incentive Plan
is effective as of January 1, 2009.


 


2.     Administration.  The Executive Incentive Plan will be
administered by the Compensation Committee of the Board of Directors of the Company
(the “Committee”). The Committee shall have the power, right and duty to
interpret, construe and administer the provisions of the Executive Incentive
Plan. All decisions, actions or interpretations of the Committee, including
decisions, actions or interpretations regarding eligibility to participate and
grant of Awards, shall be final, conclusive and binding upon all of the
parties. The Company shall indemnify and hold harmless the Committee and its
members to the extent allowed under applicable law against all claims,
liabilities, fines and penalties and all expenses reasonably incurred by or
imposed upon the Committee or any of its members (including, but not limited
to, reasonable attorney’s fees) which arise as a result of its or their good
faith actions or failure to act in connection with the operation and
administration of the Executive Incentive Plan. The Company shall pay all costs
associated with the administration of the Executive Incentive Plan.


 


3.     Employee.  Subject to such additional limitations or
restrictions as the Committee may impose, the term “Employee” shall mean
persons who are employed by the Company and its subsidiaries.


 


4.     Calculation of Incentive
Awards.  Eligible Employees of
the Company, including the top five most highly compensated employees, will
have awards under the Executive Incentive Plan primarily determined by
performance against quantitative measures established at the beginning of each
plan year. In addition, consideration will be given, when appropriate, to certain
quantitative factors as further described below. The quantitative portion of
the Executive Incentive Plan is based on a formula that considers the Company’s
achievement and/or each group’s achievement and/or each operating unit’s
achievement and/or each individual’s achievement of performance targets and/or
goals. The targets and/or goals include revenue, operating income, operating
cash flow, return on investment, return on sales, organic growth and
contribution to growth in earnings per share (“EPS”). Quantitative factors
considered in the formula include accomplishment against budget, balance sheet
management including cash flow, new market/new product positioning, operating
unit and group contribution to total Company performance, and/or other specific
individual objectives impacting Company performance, customer satisfaction,
cost reductions, productivity improvement and quality management.


 


Results of the formula are
then applied against a target bonus which is expressed as a fixed percentage of
base salary paid. The maximum payment to an eligible employee for any
performance period is two times the target bonus. The maximum Award any
eligible Employee may receive under the Executive Incentive Plan for any
performance period is $4.0 million. The performance period will be the
fiscal year of the Company. The Committee may adjust performance based payments
if unusual and unanticipated market conditions materially impact the Company’s
or an operating unit’s growth and/or performance. The Committee has sole
discretion to determine when such an adjustment should be made.


 


5.     Cash Bonus Incentive Award.  Awards are intended to provide payment of
additional compensation to an Employee as determined by the Committee in its
sole discretion. The Committee may grant Awards to Employees only. Any Award
shall be paid as soon as practicable upon the Committee’s determination to make
such Award but in no event no later than ninety (90) calendar days
following the end of the Plan year.


 


6.     Unfunded Plan; No Interest in
Company Assets.  No Employee
or other person shall have any right, title or interest in any Award prior to
the payment thereof or in any property of the Company. All Awards shall be paid
from the general assets of the Company. To the extent that any Employee, former


 

















 


Employee, or any other person acquires a
right to receive an Award or payment of an Award under the Executive Incentive
Plan, such right shall be no greater than the right of a general unsecured
creditor of the Company. Nothing contained in the Executive Incentive Plan, and
no actions taken in operation of the Executive Incentive Plan, shall create or
be construed to create a trust of any kind, require the segregation or set
aside of any funds or other property for the purposes of paying any amounts
under the Executive Incentive Plan or create a fiduciary relationship between
the Company and any Employee, former Employee or any other person.


 


7.     No Alienation of Benefits.  Except as otherwise determined by the
Committee, with the exception of transfer by will or the laws of descent and
distribution, Awards shall not be assignable or transferable, either
voluntarily or involuntarily, and, during the lifetime of the Employee, payment
of an Award shall be made only to the Employee.


 


8.     Withholding for Taxes.  Notwithstanding any other provision of the
Executive Incentive Plan, the Company reserves the right to withhold from any
Award such amount or amounts as may by required for purposes of complying with
the tax withholding provisions of the Internal Revenue Code of 1986, as
amended, any state’s income tax act or any applicable similar local, foreign or
other laws.


 


9.     Amendment and Termination.  The Committee has the right to amend,
suspend, modify or terminate the Executive Incentive Plan in whole or in part
and for any reason and without the consent of the Employees. No amendment,
suspension, modification or termination of any provision of the Executive
Incentive Plan shall change the terms and conditions of any Award to which an
Employee has otherwise become entitled under the provisions of the Executive
Incentive Plan without the Employee’s consent.


 


10.   Governing Law.  The Executive Incentive Plan shall be
governed by and construed in accordance with the laws of the State of Delaware,
without giving effect to principles of conflict of laws.


 


11.   Non-ERISA Plan.  The Executive Incentive Plan is intended to
be a cash bonus plan and is not intended to be an employee benefit plan subject
to the Employee Retirement Income Security Act of 1974, as amended.


 


12.   No Right to Continued
Employment.  Nothing contained
in the Executive Incentive Plan shall be construed as a contract of employment
between the Company and any Employee, or as a right of any Employee to be
continued in the employment of the Company or any subsidiary, or as a
limitation of the rights of the Company or any subsidiary to discharge any of
its Employees, with or without cause, or as to affect or enlarge the employment
rights, if any, of any Employee.