Exhibit 10.31


 


2009

AMPHENOL MANAGEMENT INCENTIVE PLAN


 


I.            Purpose


The purpose of the Plan is to reward eligible key employees of Amphenol
Corporation and affiliated operations with performance based cash bonus
payments provided certain individual, operating unit and Company goals are
achieved.


 


II.           Eligibility


Key management personnel and target bonuses are as recommended by the
Chairman and CEO. Generally, participation includes senior management
positions, corporate staff managers, general managers and their designated
direct reports. Participation, target bonuses and bonus payments are as
approved by the Compensation Committee of the Board of Directors.


 


III.         Plan
Components


Payments under the Incentive Plan are based primarily on performance
against quantitative measures established at the beginning of each year. In
addition, consideration will be given, when appropriate, to certain qualitative
factors as further discussed below. The quantitative portion of the 2009
Management Incentive Plan is contingent upon 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. These targets
and/or goals include revenue, operating income, operating cash flow, return on
investment, return on sales, organic growth and contribution to EPS growth. For
2009 quantitative performance criteria are based primarily on sales and income
growth in 2009 over 2008 and actual performance in 2009 as compared to 2009 budget.
Performance based payments pursuant to the 2009 Management Incentive Plan may
be adjusted if unusual and unanticipated market conditions materially impact
the Company’s, a Group’s, an operating unit’s, or an individual’s growth and/or
performance. Qualitative factors considered in establishing performance based
payment pursuant to the 2009 Management Incentive Plan include the following:
accomplishments against budget, balance sheet management including cash flow,
new market/new product positioning, operating unit and group contribution to
total Company performance, other specific individual objective impacting
Company performance, customer satisfaction, cost reductions and productivity
improvement and quality management.


 


IV.          Administration


·      Payments are based upon average base salary during
the Plan year (new hires will be prorated accordingly if hired after February 1st of the plan year).


·      The maximum allowable payout under the Plan is 2x
the target bonus as applied to average base salary.


·      To be eligible for the bonus payment, a participant
must be an active employee on the payroll at the time when the bonus payment is
issued. Exceptions must be recommended by the Chairman and CEO and be approved
by the Compensation Committee.


·      Payments are made not later than March 15th of the calendar year immediately following the
Plan year. All payments are subject to the recommendation of the Chairman and
CEO and the approval of the Compensation Committee.


·      The Plan is intended to be exempt from the requirements
of the Section 409A of the Internal Revenue Code of 1986, as amended, and
the Treasury Regulations and other applicable guidance issued thereunder (“Section 409A”)
or if not exempt, to satisfy the requirements of Section 409A, and the
provisions of the Plan shall be construed in a manner consistent therewith.