Exhibit 10.19


 


THE THIRD AMENDED 2000 STOCK
PURCHASE AND OPTION PLAN


FOR KEY EMPLOYEES OF


AMPHENOL AND SUBSIDIARIES


 


1.                                       Purpose of Plan


 


The Amended 2000 Stock Purchase and Option
Plan for Key Employees of Amphenol and Subsidiaries (the “Plan”) is designed:


 


(a) to
promote the long term financial interests and growth of Amphenol Corporation
(the “Corporation”) and its subsidiaries by attracting and retaining management
personnel with the training, experience and ability to enable them to make a
substantial contribution to the success of the Corporation’s business;


 


(b) to
motivate management personnel by means of growth-related incentives to achieve
long range goals; and


 


(c) to
further the alignment of interests of participants with those of the
stockholders of the Corporation through opportunities for increased stock, or
stock-based, ownership in the Corporation.


 


2.                                       Definitions


 


As used in the Plan, the following words
shall have the following meanings:


 


(a)                                  “Board of Directors” means the Board of Directors of the Corporation.


 


(b)                                 “Code” means the Internal Revenue Code of 1986, as amended.


 


(c)                                  “Committee” means the Compensation Committee of the Board of Directors.


 


(d)                                 “Common Stock” or “Share” means Class A Common Stock of the
Corporation which may be authorized but unissued, or issued and
reacquired.


 


(e)                                  “Employee” means a person, including an officer, in the regular
full-time employment of the Corporation or one of its Subsidiaries who, in the
opinion of the Committee, is, or is expected to be, primarily responsible for
the management, growth or protection of some part or all of the business
of the Corporation.


 


(f)                                    “Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


(g)                                 “Fair Market Value” means such value of a Share as reported for stock
exchange transactions and/or determined in accordance with any applicable
resolutions or regulations of the Committee in effect at the relevant time.


 

















 


(h)                                 “Grant” means an award made to a Participant pursuant to the Plan and
described in Paragraph 5, including, without limitation, an award of a
Non-Qualified Stock Option or Purchase Stock or a combination thereof. A “Grant”
does not include an award of stock appreciation rights, dividend
equivalent rights, restricted stock, performance units, performance shares or
any other stock-based grants.


 


(i)                                     “Grant Agreement” means an agreement between the Company and a
Participant that sets forth the terms, conditions and limitations applicable to
a Grant.


 


(j)                                     “Management Stockholder’s Agreement” means an agreement between the
Corporation and a Participant that sets forth the terms and conditions and
limitations applicable to any Shares purchased pursuant to this Plan.


 


(k)                                  “Option” means an option to purchase shares of the Common Stock which
will not be an “incentive stock option” (within the meaning of Section 422
of the Code).


 


(l)                                     “Participant” means an Employee, or other person having a unique
relationship with the Corporation or one of its Subsidiaries, to whom one or
more Grants have been made and such Grants have not all been forfeited or
terminated under the Plan; provided, however, that a non-employee director of
the Corporation or one of its Subsidiaries may not be a Participant.


 


(m)                               “Subsidiary” shall mean any corporation in an unbroken chain of corporations
beginning with the Corporation 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.


 


3.                                       Administration of Plan


 


(a) The
Plan shall be administered by the Committee. None of the members of the
Committee shall be eligible to be selected for Grants under the Plan, or have
been so eligible for selection within one year prior thereto; provided,
however, that the members of the Committee shall qualify to administer the Plan
for purposes of Rule 16b-3 (and any other applicable rule) promulgated
under Section 16(b) of the Exchange Act to the extent that the
Corporation is subject to such rule. The Committee may adopt its own rules of
procedure, and action of a majority of the members of the Committee taken at a
meeting, or action taken without a meeting by unanimous written consent, shall
constitute action by the Committee. The Committee shall have the power and
authority to administer, construe and interpret the Plan, to make rules for
carrying it out and to make changes in such rules. Any such interpretations, rules and
administration shall be consistent with the basic purposes of the Plan.


 


(b) The
Committee may delegate to the Chief Executive Officer and to other senior
officers of the Corporation its duties under the Plan subject to such
conditions and limitations as the Committee shall prescribe except that only
the Committee may designate and make Grants to Participants who are
subject to Section 16 of the Exchange Act.


 


(c) The
Committee may employ attorneys, consultants, accountants, appraisers,
brokers or other persons. The Committee, the Corporation, and the officers and
directors of the Corporation shall be entitled to rely upon the advice,
opinions or valuations of any such persons. All actions taken and all
interpretations and determinations made by the Committee in good faith shall be
final and binding upon all Participants, the Corporation 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 Grants, and all members of the Committee shall be fully protected
by the Corporation with respect to any such action, determination or
interpretation.


 


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4.                                       Eligibility


 


The Committee may from time to time make
Grants under the Plan to such Employees, or other persons having a unique
relationship with Corporation or any of its Subsidiaries, and in such form and
having such terms, conditions and limitations as the Committee may determine.
No Grants may be made under this Plan to non-employee directors of the
Corporation or any of its Subsidiaries. The terms, conditions and limitations
of each Grant under the Plan shall be set forth in an Grant Agreement, in a form approved
by the Committee, consistent, however, with the terms of the Plan and, if
applicable, the Management Stockholder’s Agreement.


 


5.                                       Grants


 


From time to time, the Committee will
determine the forms and amounts of Grants for Participants which grants may only
include Non-Qualified Stock Options and/or Purchase Stock as set forth below. Such
Grants may take the following forms in the Committee’s sole discretion:


 


(a) 
Non-Qualified Stock Options - These are options to purchase Common Stock
which are not designated by the Committee as incentive stock options. At the
time of the Grant the Committee shall determine, and shall include in the Grant
Agreement or other Plan rules, the option exercise period, the option price,
and such other conditions or restrictions on the grant or exercise of the
option as the Committee deems appropriate, which may include the
requirement that the grant of options is predicated on the acquisition of
Purchase Shares under Paragraph 5(b) by the Optionee. In addition to other
restrictions contained in the Plan, an option granted under this Paragraph
5(a): (i) may not be exercised more than 10 years after the date it
is granted and (ii) may not have an option exercise price less than
the closing price of the Common Stock as reported by the New York Stock
Exchange on the date the option is granted. Payment of the option price shall
be made in cash or in shares of Common Stock, or a combination thereof, in
accordance with the terms of the Plan, the Grant Agreement and of any
applicable guidelines of the Committee in effect at the time.


 


(b) 
Purchase Stock - Purchase Stock refers to shares of Common Stock offered
to a Participant at such price as determined by the Committee, the acquisition
of which will make him eligible to receive under the Plan, including, but not
limited to, Non-Qualified Stock Options; provided, however, that the price of
such Purchase Shares may not be less than the closing price of the Common
Stock as reported by the New York Stock Exchange on the date such shares of
Purchase Stock are offered.


 


6.                                       Limitations and Conditions


 


(a) 
The number of Shares available for Grants under this Plan shall be 12,000,000
Shares of the authorized Common Stock as of the effective date of the Plan. The
number of Shares subject to Option Grants under this Plan to any one Participant
shall not be more than 3,000,000 Shares. Unless restricted by applicable law,
Shares related to Grants that are forfeited, terminated, cancelled or expire
unexercised, shall immediately become available for new Grants.


 


(b) 
No Grants shall be granted under the Plan beyond ten years after the effective
date of the Plan, but the terms of Grants granted on or before the expiration
of the Plan may extend beyond such expiration. At the time a Grant is
granted or amended or the terms or conditions of a Grant are changed, the
Committee may provide for limitations or conditions on such Grant or
purchase consistent with the terms of the Management Stockholders’ Agreement.


 


(c) 
Nothing contained herein shall affect the right of the Corporation to terminate
any Participant’s employment at any time or for any reason.


 


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(d) 
Other than as specifically provided with regard to the death of a Participant,
no benefit under the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any
attempt to do so shall be void. No such benefit shall, prior to receipt thereof
by the Participant, be in any manner liable for or subject to the debts,
contracts, liabilities, engagements, or torts of the Participant.


 


(e) 
Participants shall not be, and shall not have any of the rights or privileges
of, stockholders of the Corporation in respect of any Shares purchasable in
connection with any Grant unless and until certificates representing any such
Shares have been issued by the Corporation to such Participants.


 


(f) 
No election as to benefits or exercise of Options or other rights may be
made during a Participant’s lifetime by anyone other than the Participant except
by a legal representative appointed for or by the Participant.


 


(g) Absent
express provisions to the contrary, any Grant under this Plan shall not be
deemed compensation for purposes of computing benefits or contributions under
any retirement plan of the Corporation or its Subsidiaries and shall not affect
any benefits under any other benefit plan of any kind now or subsequently in
effect under which the availability or amount of benefits is related to level
of compensation. This Plan is not a “Retirement Plan” or “Welfare Plan” under
the Employee Retirement Income Security Act of 1974, as amended.


 


(h) Unless
the Committee determines otherwise, no benefit or promise under the Plan shall
be secured by any specific assets of the Corporation or any of its Subsidiaries,
nor shall any assets of the Corporation or any of its Subsidiaries be
designated as attributable or allocated to the satisfaction of the Corporation’s
obligations under the Plan.


 


7.                                       Transfers and Leaves of Absence


 


For purposes of the Plan, unless the
Committee determines otherwise: (a) a transfer of a Participant’s
employment without an intervening period of separation among the Corporation
and any Subsidiary shall not be deemed a termination of employment, and (b) a
Participant who is granted in writing a leave of absence shall be deemed to
have remained in the employ of the Corporation during such leave of absence.


 


8.                                       Adjustments


 


In the
event of any change in the outstanding Common Stock by reason of a stock split,
spin-off, stock dividend, stock combination or reclassification,
recapitalization or merger, change of control, or similar event, the Committee may adjust
appropriately the number of Shares subject to the Plan and available for or
covered by Grants and exercise prices related to outstanding Grants and make
such other revisions to outstanding Grants as it deems are equitably required.


 


9.                                       Merger,
Consolidation, Exchange, Acquisition, Liquidation or Dissolution


 


In its absolute discretion, and on such terms
and conditions as it deems appropriate, coincident with or after the Grant of
any Option, the Committee may provide that such Option cannot be exercised
after the merger or consolidation of the Corporation into another corporation,
the exchange of all or substantially all of the assets of the Corporation for
the securities of another corporation, the acquisition by another corporation
of 80% or more of the Corporation’s then outstanding shares of voting stock or
the recapitalization, reclassification, liquidation or dissolution of the
Corporation (a “Transaction”), and if the Committee so provides, it shall, on
such terms and conditions as it deems appropriate, also provide, either


 


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by the terms of such Option or by a resolution adopted prior to the
occurrence of such Transaction, that, for some reasonable period of time prior
to such Transaction, such Option shall be exercisable as to all shares subject
thereto, notwithstanding anything to the contrary herein (but subject to the provisions
of Paragraph 6(b))  and that, upon the
occurrence of such event, such Option shall terminate and be of no further
force or effect; provided, however, that the Committee may also provide,
in its absolute discretion, that even if the Option shall remain exercisable
after any such event, from and after such event, any such Option shall be
exercisable only for the kind and amount of securities and/or other property,
or the cash equivalent thereof, receivable as a result of such event by the
holder of a number of shares of stock for which such Option could have been
exercised immediately prior to such event.


 


10.                                 Amendment and Termination


 


The Committee shall have the authority to
make such amendments to any terms and conditions applicable to outstanding Grants
as are consistent with this Plan provided that, except for adjustments under
Paragraph 8 or 9 hereof, no such action shall modify such Grant in a manner
adverse to the Participant without the Participant’s consent except as such
modification is provided for or contemplated in the terms of the Grant.


 


The Board of Directors may amend,
suspend or terminate the Plan except that no such action, other than an action
under Paragraph 8 or 9 hereof, may be taken which would, without
stockholder approval, increase the aggregate number of Shares subject to Grants
under the Plan, decrease the exercise price of outstanding Options, change the
requirements relating to the Committee or extend the term of the Plan.


 


Without limiting the generality of the
foregoing, the Plan shall not be materially amended without stockholder
approval.


 


11.                                 Foreign
Options and Rights


 


The Committee may make Grants to
Employees who are subject to the laws of nations other than the United States,
which Grants may have terms and conditions that differ from the terms
thereof as provided elsewhere in the Plan for the purpose of complying with
foreign laws.


 


12.                                 Withholding Taxes


 


The Corporation shall have the right to
deduct from any cash payment made under the Plan any federal, state or local
income or other taxes required by law to be withheld with respect to such
payment. It shall be a condition to the obligation of the Corporation to
deliver shares upon the exercise of an Option that the Participant pay to the
Corporation such amount as may be requested by the Corporation for the
purpose of satisfying any liability for such withholding taxes. Any Grant
Agreement may provide that the Participant may elect, in accordance
with any conditions set forth in such Grant Agreement, to pay a portion or all
of such withholding taxes in shares of Common Stock.


 


13.                                 Effective Date and Termination Dates


 


The Plan shall be effective on and as of the
date of its approval by the stockholders of the Corporation and shall terminate
ten years later, subject to earlier termination by the Board of Directors
pursuant to Paragraph 10.


 


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