Exhibit 10.24


 


As of May 24,
2006


 


2000 MANAGEMENT STOCKHOLDER’S AGREEMENT


 


WHEREAS, this Management Stockholder’s Agreement (this “Agreement”) is
entered into as of the Grant Date
(the “Base Date”) between Amphenol Corporation, a Delaware Corporation
(the “Company”), and the Optionee (the “Management Stockholder”) (the Company
and the Management Stockholder being hereinafter collectively referred to as
the “Parties”).


 


WHEREAS, the Company has granted (and in the future may make
additional grants to) certain key employees of the Company (including the
Management Stockholder) options to purchase shares of the Company’s common
stock (the “Common Stock”) at a fixed exercise price per share (the “Base
Price”) pursuant to the terms of the Third Amended 2000 Stock Purchase and
Option Plan for Key Employees of Amphenol Corporation and Subsidiaries (the “Option
Plan”) and the related 2000 Non-Qualified Stock Option Grant Agreement (any
and all grants under the Option Plan are hereinafter referred to as the “2000
Options”).


 


WHEREAS, this Agreement is one of several agreements (“Other Management
Stockholders’ Agreements”) which have been, or which in the future will be,
entered into between the Company and other individuals who are or will be key
employees of the Company or one of its subsidiaries (collectively, the “Other
Management Stockholders”).


 


NOW THEREFORE, to implement the foregoing and in consideration of the
grant of the Options and of the mutual agreements contained herein, the Parties
agree as follows:


 


1.                                       Common
Stock; Issuance of Options.


 


(a)                                  The
Company shall have no obligation to sell any Common Stock upon the exercise of
an Option to Purchase or otherwise to any person who is a resident or citizen
of a state or other jurisdiction in which the sale of Common Stock to him or
her would constitute a violation of the securities or “blue sky” laws of such
jurisdiction.


 


(b)                                 Subject
to the terms and conditions hereinafter set forth as of the Base Date (which
Base Date shall be different for future option awards, if any), the Company
shall issue to the Management Stockholder the Option to Purchase (as set forth
in the applicable Certificate of Stock Option
Grant) and the Optionee shall accept the applicable Non-Qualified
Stock Option Grant Agreement as a precondition to the effectiveness of the
Option to Purchase.


 


2.                                       Management
Stockholder’s Representations, Warranties and Agreements.


 


(a)                                  The
Management Stockholder agrees and acknowledges that he will not, directly or
indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise
dispose of (any such act being referred to herein as a “transfer”) any of the
Common Stock issuable upon exercise of the 2000 Options (the “Option Stock”)
unless such transfer complies with Section 3 of this Agreement. If the
Management Stockholder is an affiliate (as defined under Rule 405 of the rules and
regulations promulgated under the Securities Act of 1933, as amended, (the “Act”)


 

















 


and as interpreted by the Board of Directors
of the Company) of the Company (an “Affiliate”), the Management Stockholder
also agrees and acknowledges that he will not transfer any shares of the Stock
unless (i) the transfer is pursuant to an effective registration statement
under the Act, and in compliance with applicable provisions of state securities
laws or (ii) (A) counsel for the Management Stockholder (which
counsel shall be reasonably acceptable to the Company) shall have furnished the
Company with an opinion, satisfactory in form and substance to the
Company, that no such registration is required because of the availability of
an exemption from registration under the Act and (B) if the Management
Stockholder is a citizen or resident of any country other than the United
States, or the Management Stockholder desires to effect any transfer in any
such country, counsel for the Management Stockholder (which counsel shall be
reasonably satisfactory to the Company) shall have furnished the Company with
an opinion or other advice reasonably satisfactory in form and substance
to the Company to the effect that such transfer will comply with the securities
laws of such jurisdiction. Notwithstanding the foregoing, the Company
acknowledges and agrees that any of the following transfers are deemed to be in
compliance with the Act and this Agreement and no opinion of counsel is
required in connection therewith: (x) a transfer made pursuant to Sections 4, 8
or 9 hereof, (y) a transfer upon the death of the Management Stockholder to his
executors, administrators, testamentary trustees, legatees or beneficiaries
(the “Management Stockholder’s Estate”) or a transfer to the executors,
administrators, testamentary trustees, legatees or beneficiaries of a person
who has become a holder of Stock in accordance with the terms of this
Agreement, provided that it is expressly understood that any such transferee
shall be bound by the provisions of this Agreement and (z) a transfer made
after the Base Date in compliance with the federal securities laws to a trust
or custodianship the beneficiaries of which may include only the
Management Stockholder, his spouse or his lineal descendants (a “Management
Stockholder’s Trust”) provided that such transfer is made expressly subject to
this Agreement.


 


(b)                                 If
any shares of the Stock are to be disposed of in accordance with Rule 144
under the Act or otherwise, the Management Stockholder shall promptly notify
the Company of such intended disposition and shall deliver to the Company at or
prior to the time of such disposition such documentation as the Company may reasonably
request in connection with such sale and, in the case of a disposition pursuant
to Rule 144, shall deliver to the Company an executed copy of any notice
on Form 144 required to be filed with the Securities and Exchange
Commission (the “SEC”).


 


3.                                       Restriction
on Transfer


 


No transfer of Option Stock in violation of this Agreement shall be
made or recorded on the books of the Company and any such transfer shall be
void and of no effect.


 


4.                                       Definitions


 


For purposes of this Agreement the following definitions shall
apply:  “Cause” shall mean (i) the
Management Stockholder’s willful and continued failure to perform Management
Stockholder’s duties with respect to the Company or its subsidiaries which
continues beyond ten days after a written demand for substantial performance is
delivered to Management Stockholder by the Company or (ii) misconduct by
Management Stockholder involving (x) dishonesty or breach of trust in
connection with Management Stockholder’s


 

















 


employment or (y) conduct which would be a reasonable basis for an
indictment of Management Stockholder for a felony or for a misdemeanor
involving moral turpitude or (z) which the Committee determines is likely to
result in a demonstrable injury to the Company; and “Good Reason” shall mean (i) reduction
in Management Stockholder’s base salary (other than a broad based salary
reduction program affecting many members of management), (ii) a
substantial reduction in Management Stockholder’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
Management Stockholder’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) an involuntary transfer of
the Management Stockholder’s primary workplace by more than fifty (50) miles
from the workplace as of the date hereof.


 


5.                                       Continuing
Effectiveness of Agreement


 


The Company may from time to time grant to the Management
Stockholder additional options under the Option Plan, as currently in effect
and as it may be amended from time to time, to purchase shares of Common
Stock at a different Base Price. Unless agreed otherwise any and all option
awards made on or after May 24, 2006 under the Option Plan, as currently
in effect or as it may be amended from time to time, shall be subject to
the terms and conditions of this Agreement.


 


6.                                       The
Company’s Representations and Warranties.


 


(a)                                  The
Company represents and warrants to the Management Stockholder that (i) this
Agreement has been duly authorized, executed and delivered by the Company and (ii) the
Stock, when issued and delivered in accordance with the terms hereof, will be
duly and validly issued, fully paid and nonassessable.


 


(b)                                 The
Company will file the reports required to be filed by it under the Act and the
Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and
regulations adopted by the SEC thereunder, to the extent required from time to
time to enable the Management Stockholder to sell shares of Stock without
registration under the Act within the limitations of the exemptions provided by
(A) Rule 144 under the Act, as such Rule may be amended
from time to time, or (B) any similar rule or regulation hereafter
adopted by the SEC. Notwithstanding anything contained in this Section 6(b),
the Company may de-register under Section 12 of the Act if it is then
permitted to do so pursuant to the Exchange Act and the rules and
regulations thereunder and, in such circumstances, shall not be required hereby
to file any reports which may be necessary in order for Rule 144 or
any similar rule or regulation under the Act to be available. Nothing in
this Section 6(b) shall be deemed to limit in any manner the
restrictions on sales of Stock otherwise contained in this Agreement.


 


7.                                       Rights
to Negotiate Purchase.


 


Nothing in this Agreement shall be deemed to restrict or prohibit the
Company from purchasing shares of Option Stock or the 2000 Options from the
Management Stockholder, at any time, upon such terms and conditions, and for
such price, as may be mutually agreed upon between the Parties.


 

















 


8.                                       Notice
of Change of Beneficiary.


 


Immediately prior to any transfer of Stock to a Management Stockholder’s
Trust, the Management Stockholder shall provide the Company with a copy of the
instruments creating the Management Stockholder’s Trust and with the identity
of the beneficiaries of the Management Stockholder’s Trust. The Management
Stockholder shall notify the Company immediately prior to any change in the
identity of any beneficiary of the Management Stockholder’s Trust.


 


9.                                       Recapitalizations,
etc.


 


The provisions of this Agreement shall apply, to the full extent set
forth herein with respect to the Option Stock or the 2000 Options, to any and
all shares of capital stock of the Company or any capital stock, partnership
units or any other security evidencing ownership interests in any successor or
assign of the Company (whether by merger, consolidation, sale of assets or
otherwise) which may be issued in respect of, in exchange for, or
substitution of the Option Stock or the 2000 Options, by reason of any stock
dividend, split, reverse split, combination, recapitalization, liquidation,
reclassification, merger, consolidation or otherwise.


 


10.                                 Management
Stockholder’s Employment by the Company.


 


Nothing contained in this Agreement or in any other agreement entered
into by the Company and the Management Stockholder contemporaneously with the
execution of this Agreement (i) obligates the Company or any subsidiary of
the Company to employ the Management Stockholder in any capacity whatsoever or (ii) prohibits
or restricts the Company (or any such subsidiary) from terminating the employment
of the Management Stockholder at any time or for any reason whatsoever, with or
without Cause, and the Management Stockholder hereby acknowledges and agrees
that neither the Company nor any other person has made any representations or
promises whatsoever to the Management Stockholder concerning the Management
Stockholder’s employment or continued employment by the Company or any
subsidiary of the Company.


 


11.                                 State
Securities Laws.


 


The Company hereby agrees to use its best efforts to comply with all state
securities or “blue sky” laws which might be applicable to the sale of the
Option Stock and the issuance of the 2000 Options to the Management
Stockholder.


 


12.                                 Binding
Effect.


 


The provisions of this Agreement shall be binding upon and accrue to
the benefit of the parties hereto and their respective heirs, legal
representatives, successors and assigns. In the case of a transferee permitted
under Section 2(a) hereof, such transferee shall be deemed the
Management Stockholder hereunder; provided, however, that no transferee
(including without limitation, transferees referred to in Section 2(a) hereof)
shall derive any rights under this Agreement unless and until such transferee
has delivered to the Company a valid undertaking 


 

















 


and becomes bound by the terms of this Agreement.


 


13.                                 Amendment


 


This Agreement may be amended only by a written or electronic
instrument signed or accepted by the Parties hereto.


 


14.                                 Applicable
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 law. Any suit, action or
proceeding against the Management Stockholder, 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 Connecticut, and
the Management Stockholder hereby submits to the non-exclusive jurisdiction of
such courts for the purpose of any such suit, action, proceeding or judgment. By
the execution and delivery of this Agreement, the Management Stockholder
appoints The Corporation Trust Company, at its office in Wilmington, Delaware,
as the case may be, as his agent upon which process may be served in
any such suit, action or proceeding. Service of process upon such agent,
together with notice of such service given to the Management Stockholder in the
manner provided in Section 20 hereof, shall be deemed in every respect
effective service of process upon him in any suit, action or proceeding. Nothing
herein shall in any way be deemed to limit the ability of the Company to serve
any such writs, process or summonses in any other manner permitted by
applicable law or to obtain jurisdiction over the Management Stockholder, in
such other jurisdictions and in such manner, as may be permitted by
applicable law. The Management Stockholder 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, 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, and the Management Stockholder 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, or proceeding. Each Party
hereto hereby irrevocably and unconditionally waives trial by jury in any legal
action or proceeding in relation to this Agreement and for any counterclaim
therein.


 


15.                                 Miscellaneous.


 


In this Agreement (i) all references to “dollars” or “$” are to
United States dollars and (ii) the word “or” is not exclusive. If any
provision of this Agreement shall be declared illegal, void or unenforceable by
any court of competent jurisdiction, the other provisions shall not be
affected, but shall remain in full force and effect.


 

















 


16.                                 Notices.


 


All notices and other communications provided for herein shall be in
writing and shall be deemed to have been duly given if delivered to the Party
to whom it is directed as set forth in this Section 16.


 


(a)                                  If
to the Company by hand (whether by overnight courier or otherwise) or sent by
overnight delivery or telecopy, to it at the following address or fax number:


 


Amphenol Corporation


358 Hall Avenue


Wallingford, Connecticut 06492


 


Attn: 
Chief Executive Officer


Phone:           (203)
265-8730


Fax:                           (203) 265-8628


 


(b)                                 If
to the Management Stockholder by hand (whether by overnight courier or
otherwise) or sent by overnight delivery or telecopy or email, to him or her at
the address (including email address) set forth in the records of the
headquarter’s Human Resources Department of the Company; or at such other
address as either Party shall have specified by notice in writing to the other.


 


	
  17.

  	
  Covenant
  Not to Compete; Protection of Confidential Information;

  Nonsolicitation of Customers and Suppliers and Nonsolicitation of Employees.

  



 


(a)                                  In
consideration of the Company entering into this Agreement with the Management
Stockholder, the Management Stockholder hereby agrees that for so long as the
Management Stockholder is employed by the Company or one of its subsidiaries
and for a period of one year thereafter (the “Noncompete Period”), the
Management Stockholder shall not, in any geographic region in the world in
which the Management Stockholder acted for the Company or any division or
subsidiary thereof, directly or indirectly, engage in the production, sale or
distribution of any product produced, sold, distributed or which is in
development (i) by the operation of the Company or the operation of the
subsidiary of the Company which employed the Management Stockholder during the
twelve (12) month period immediately preceding the Management Employee’s
termination of employment or (ii) by the Company or its subsidiaries about
which the Management Stockholder received any Confidential Information (as
defined below).


 


(b)                                 In
the event that the Management Stockholder’s employment is terminated by the
Management Stockholder for Good Reason or by the operation of the Company
without Cause, or if required by applicable law to give full force and effect
to the Management Stockholder’s undertaking in clause (a) above, then as
additional consideration for the Management Stockholder’s covenant not to
compete, the Company shall pay the Management Stockholder salary continuation
in an amount equal to 50% of such Management Stockholder’s base salary on the
date of the termination of the Management Stockholder’s employment for the
Noncompete Period. In the event that the Management Stockholder’s employment
with the Company or any of its subsidiaries is terminated by the Management
Stockholder without Good


 

















 


Reason or by the Company with Cause then, except as required by
applicable law, the Company shall not be required to pay the Management
Stockholder any additional consideration for the Management Stockholder’s
covenant not to compete.


 


(c)                                  At
the Company’s option, the Noncompete Period may be extended for an
additional one year period if (i) within nine months of the termination of
the Management Stockholder’s employment, the Company gives the Management
Stockholder notice of such extension and (ii) beginning with the first
anniversary of such termination, the Company agrees to pay the Management
Stockholder in the form of salary continuation during such extended
Noncompete Period in an amount equal to 50% of the Management Stockholder’s
base annual salary at the time that the Management Stockholder’s employment
with the Company was terminated. The amounts referred to in paragraphs 17(b),
if any, and 17(c) shall be paid in installments in a manner consistent
with the then current salary payment policies of the Company or the operation
or division of the Company or its subsidiary that employed the Management
Stockholder. For purposes of this Agreement, the phrase “directly or indirectly
engage in” shall include any direct or indirect ownership or profit
participation interest in such enterprise, whether as an owner, stockholder,
partner, joint venturer or otherwise, and shall include any direct or indirect
participation in such enterprise as an employee, a consultant, independent
contractor, licensor of technology or otherwise. During the Noncompete Period
and any extended Noncompete Period the Management Stockholder shall be free to
work in any employment approved by the Chief Executive Officer of the Company
which approval shall not be unreasonably withheld. Such approved employment
shall not serve to reduce any payments that the Management Stockholder is
receiving pursuant to this provision.


 


(d)                                 The
Management Stockholder will not disclose or use at any time any Confidential
Information (as defined below) of which the Management Stockholder is or
becomes aware, whether or not such information is developed by him, except to
the extent that such disclosure or use is directly related to and required by
the Management Stockholder’s performance of duties, if any, assigned to the
Management Stockholder by the Company. As used in this Agreement, the term “Confidential
Information” means information that is not generally known to the public and
that is used or developed by the Company or its subsidiaries or that is
obtained by the Company or its subsidiaries from its customers, suppliers
and/or consultants in connection with its business, including but not limited
to (i) products or services, (ii) fees, costs and pricing structures,
(iii) designs, (iv) computer software, including operating systems,
applications and program listings, (v) flow charts, manuals and
documentation, (vi) data bases, (vii) accounting and business
methods, (viii) inventions, devices, new developments, methods and
processes, whether patentable or unpatentable and whether or not reduced to
practice, (ix) customers, vendors and clients and customer, vendors or
client lists, (x) personnel information, (xi) other copyrightable works, (xii)
all technology and trade secrets, and (xiii) all similar and related
information in whatever form. Confidential Information will not include any
information that has been published in a form generally available to the
public prior to the date the Management Stockholder proposes to disclose or use
such information. The Management Stockholder acknowledges and agrees that all
copyrights, works, inventions, innovations, improvements, developments,
patents, trademarks and all similar or related information which relate to the
actual or anticipated business of the Company and its subsidiaries (including
its predecessors) and conceived, developed or made by the Management
Stockholder while employed by the Company or its subsidiaries belong to the
Company. The Management Stockholder will perform all actions reasonably
requested by the Company (whether during or after employment with the Company
or the Noncompete Period) to establish and confirm such ownership at the
Company’s expense (including without limitation assignments, consents,


 

















 


powers of attorney and other instruments). If the Management
Stockholder is bound by any other agreement with the Company regarding the use
or disclosure of Confidential Information, the provisions of this Agreement
shall be read in such a way as to further restrict and not to permit any more
extensive use or disclosure of confidential information.


 


(e)                                  In
consideration of the Company entering into this Agreement with the Management
Stockholder, the Management Stockholder hereby agrees that for a period of
twelve (12) months following the termination of Management Stockholder’s
employment with the Company or with a subsidiary of the Company for any reason
whatsoever, the Management Stockholder shall not, directly or indirectly,
divert or attempt to divert nor assist others in diverting any business of the
Company by soliciting, contacting or communicating with any customer or supplier
of the Company with whom Management Stockholder had direct or indirect contact
during the twelve (12) month period immediately preceding the termination of
Management Stockholder’s employment.


 


(f)                                    In
consideration of the Company entering into this Agreement with the Management
Stockholder, the Management Stockholder hereby agrees that for a period of
twenty-four (24) months following the termination of Management Stockholder’s
employment with the Company or with a subsidiary of the Company for any reason
whatsoever, the Management Stockholder shall not, directly or indirectly,
solicit, induce, attempt to induce or assist others in attempting to induce any
employee of the Company with whom Management Stockholder has worked or had
material contact with, during the twelve (12) month period immediately
preceding the termination of his employment, to leave the employment of the
Company or a subsidiary of the Company or to accept employment or affiliation
with any other company or firm of which Management Stockholder becomes an
employee, owner, partner or consultant.


 


(g)                                 Notwithstanding
clauses (a), (b), (c), (d), (e) and (f) above, if at any time a court
holds that the restrictions stated in such clauses (a), (b), (c), (d), (e) and
(f) are unreasonable or otherwise unenforceable under circumstances then
existing, the parties hereto agree that the maximum period, scope or geographic
area determined to be reasonable under such circumstances by such court will be
substituted for the stated period, scope or area. Because the Management
Stockholder’s services are unique and because the Management Stockholder has
had access to Confidential Information, the parties hereto agree that money
damages will be an inadequate remedy for any breach of this Agreement. In the
event a breach or threatened breach of this Agreement, the Company or its
successors or assigns may, in addition to other rights and remedies existing in
their favor, apply to any court of competent jurisdiction for specific
performance and/or injunctive relief in order to enforce, or prevent any
violations of, the provisions hereof (without the posting of a bond or other
security).