Exhibit 10.26


 


As of May 24,
2006


 


2000 NON-QUALIFIED STOCK OPTION GRANT
AGREEMENT


 


THIS AGREEMENT, dated as of the Grant Date, is made by and between
AMPHENOL CORPORATION a Delaware corporation (hereinafter referred to as the “Company”),
and the holder of the Certificate of Stock
Option Grant, an employee of the Company or a Subsidiary (as defined
below) (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”) as indicated in the Certificate
of Stock Option Grant;


 


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 Option
to Purchase provided for herein to the Optionee as an incentive for increased
efforts during his or her employment with the Company or its Subsidiaries, and
has advised the Company thereof and instructed the Company to cause its
representatives to issue the Certificate of
Stock Option Grant;


 


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 or
entity directly or indirectly controlling, controlled by, or under common
control with, the Company.


 


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 notice is provided 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 the Committee
determines is likely to result 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 or (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. See 3.1(a) for application of Change of
Control.


 


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 Board of
Directors 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) an involuntary
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 as of which the Option to Purchase
provided for in this Agreement was 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 the 2000 Management
Stockholder’s Agreement, between the Optionee and the Company.


 


Section 1.10 - Option to Purchase


 


“Option to Purchase” shall mean the non-qualified option to purchase
Common Stock granted under the Certificate of
Stock Option Grant.


 

















 


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 Third Amended 2000 Stock Purchase and 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 Compensation Committee of 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 or an Assistant 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


 


“Trigger Date” shall mean the date hereof.


 

















 


ARTICLE II


 


GRANT OF OPTION TO PURCHASE


 


Section 2.1 - Grant of Option to
Purchase


 


For good and valuable consideration, on and as of the Grant Date
hereof, the Company irrevocably grants to the Optionee, subject to Section 2.4,
an Option to Purchase any part or all of an aggregate of shares of its
$.001 par value Class A Common Stock as indicated in the Certificate of Stock Option Grant upon the
terms and conditions set forth in this Agreement.


 


Section 2.2 - “Grant Price”


 


Subject to Section 2.4, the exercise price of the shares of stock
covered by the Option to Purchase (the “Option to Purchase Grant Price”) shall
be as indicated in the Certificate of Stock
Option Grant per share without commission or other charge.


 


Section 2.3 - No 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 shall
interfere with or restrict in any way the rights of the Company and its
Subsidiaries, 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 Option to
Purchase 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 to Purchase 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 to Purchase, 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)  an Option to Purchase shall become exercisable as follows:


 


	
   

  	
   

  	
  Percentage of Option to Purchase

  	
   

  
	
  Date Option to Purchase

  	
   

  	
  Shares Granted As to Which

  	
   

  
	
  Becomes Exercisable

  	
   

  	
  Option to Purchase 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 Option to Purchase 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
Option to Purchase shall become immediately exercisable as to 100% of the
shares of Common Stock subject to such Option to Purchase immediately prior to
a Change of Control (but only to the extent such Option to Purchase has not
otherwise terminated or become exercisable). The sale or disposition of a
division, business segment or Subsidiary of the Company shall not cause
an Option to Purchase to become immediately exercisable. Pursuant to the
authority granted to it in Section 5.1, the Committee shall decide what,
if any, Option to Purchase shall become exercisable and when any such Option to
Purchase must be exercised upon the sale or disposition of a division, business
segment or Subsidiary of the Company.


 


(b)  Notwithstanding the foregoing, no Option to Purchase 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, Retirement or Permanent Disability of the
Optionee, and any Option to Purchase (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 death, Retirement or Permanent Disability of the Optionee
and provided that the Optionee has been employed for at least three years after
June 6, 2000, all Option to Purchase awarded hereunder shall become
immediately exercisable. If the Optionee has not been employed for such
three-year period, then Option to Purchase shall not become exercisable for any
additional shares of Common Stock.


 

















 


Section 3.2 - “Grant Expiration Date”


 


The Option to Purchase 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. For these purposes, termination of employment shall mean the date
on which the Optionee ceases working for the Company or a Subsidiary of the
Company or such later day as the Committee in their discretion deems to be
appropriate; or


 


(c) 90 days after termination of employment of the Optionee for
any reason other than for death, Permanent Disability or Retirement. For these
purposes, termination of employment shall mean the date on which the Optionee
ceases working for the Company or a Subsidiary of the Company or such later day
as the Committee in their discretion deems to be appropriate; or


 


(d) If the Committee so elects pursuant to Section 9 of the
Plan, the effective date of a Transaction (as defined in the Plan); 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 an
Option to Purchase that has then neither been fully exercised nor become unexercisable
under this Section 3.2.


 


ARTICLE IV


 


EXERCISE OF OPTION TO PURCHASE


 


Section 4.1 - Person Eligible to
Exercise


 


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


 


An Option to Purchase, or any exercisable portion thereof, may be
exercised in the manner described in the Section titled “Exercising Your
Stock Options” appearing in “A Guide to the Amphenol Corporation Stock Option
Plan” appearing on the Company’s Client Home Page available through
www.benefitaccess.com.


 


The Optionee may be asked to provide 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; and


 


In the event the Option to Purchase or any portion thereof shall be
exercised pursuant to Section 4.1 by any person or persons other than the
Optionee, the Committee may require appropriate proof of the right of such
person or persons to exercise the Option to Purchase.


 


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 to Purchase does not
violate the Act, and may issue stop-transfer orders covering such shares. Share
certificates evidencing stock issued on exercise of an Option to Purchase shall
bear an appropriate legend referring to the provisions of the second paragraph
above and the agreements herein. The written representation and agreement
referred to in the second paragraph 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 to
Purchase, 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 to Purchase 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 to Purchase as the Committee may from time to time
establish for reasons of administrative convenience. Absent such a
determination by the Committee, 20 business days shall be deemed to be a
reasonable period of time.


 


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


 


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 Option to Purchase. 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  - Option to Purchase Not Transferable


 


Except as provided in the Management Stockholder’s Agreement, neither
the Option to Purchase 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 Option to
Purchase 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


 


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 or her at the address indicated in the
records of the headquarters Human Resources Department of the Company. By a
notice given pursuant to this Section 5.4, either party may hereafter
designate a different address for notices to be given. 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 to
the Secretary of the Company under this Section 5.4. Any notice shall be
hand delivered, delivered by overnight delivery or sent via confirmed telecopy.
Any notice to the Optionee may also be delivered via email by the Company
or the Company’s representative to the email address of Optionee indicated in
the records of the headquarters Human Resources Department of the Company.


 


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 Option to Purchase and the shares of Common Stock issued to the
Optionee upon exercise of the Option to Purchase shall be subject to all of the
terms and provisions of the Plan and the Management Stockholder’s Agreement. 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 later dated instrument
accepted by the parties hereto which specifically states that it is amending
this Agreement; provided  however that the Committee in its
reasonable discretion may unilaterally amend the Agreement if it
determines that such amendment would be beneficial to the Optionee.


 


Section 5.8 - Governing 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 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 thereof, may be
brought in any court of competent jurisdiction in the State of Connecticut (or
if the Company moves its corporate headquarters to another state, in that
state), 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 Connecticut (or if the Company moves its corporate
headquarters to another state, in that state), 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 (or if the Company
moves its corporate headquarters to another state, in that state), 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.