Exhibit 10.33


 


2010


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 2010 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 2010 quantitative
performance criteria are based primarily on sales and income growth in 2010
over 2009 and actual performance in 2010 as compared to 2010 budget.
Performance based payments pursuant to the 2010 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 2010 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 and in good standing as
of December 31, 2010. 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.