Exhibit 10.2


 


TE CONNECTIVITY LTD.


EMPLOYEE STOCK PURCHASE PLAN


AS AMENDED AND RESTATED March 10, 2021


 


ARTICLE 1 – PURPOSE


 


The TE Connectivity Ltd. Employee Stock Purchase Plan (the “Plan”)
is created for the purpose of encouraging stock ownership by officers and employees of TE Connectivity Ltd. and its subsidiaries
(the “Company”) so that they may share in the growth of the Company by acquiring or increasing their proprietary interest
in the Company.


 


ARTICLE 2 – ADMINISTRATION OF THE PLAN


 


The Plan will be administered by the Management Development
and Compensation Committee (the “Committee”) of the Board of Directors of the Company or its designee. The interpretation
and construction by the Committee or its designee of any provision of the Plan shall be final unless otherwise determined by the
Board of Directors.  The Committee or its designee may adopt, from time to time, such rules and regulations, as it deems
appropriate for carrying out the Plan.  No member of the Committee or the Committee’s designee shall be liable for any
action or determination made in good faith with respect to the Plan.


 


ARTICLE 3 – ELIGIBLE EMPLOYEES


 


The Senior Vice President, Human Resources of TE Connectivity
will, from time to time, determine which of the Company’s employees (including employees of the Company’s subsidiaries
and divisions) will be eligible to participate in the Plan.  All officers who are employees of the Company will be eligible
to participate in the Plan, unless otherwise determined by the Senior Vice President, Human Resources of TE Connectivity. 
Eligible employees who elect to participate in the Plan shall hereinafter be referred to as “Participants.”


 


Notwithstanding the foregoing, any employee who sells Shares
purchased under the Plan within three months of the date of purchase shall be precluded from participating in the Plan for the
next 12 months.


 


ARTICLE 4 – SHARES TO BE PURCHASED


 


The stock subject to purchase under the Plan is 9,000,000 shares
(subject to adjustment in the event of stock splits, stock dividends, recapitalization, or similar adjustment in the Company’s
common stock) of the common stock of the Company (the “Shares”).  At the discretion of the Company, Shares purchased
on behalf of Plan Participants (a) will be purchased on the open market or (b) will be issued to the Plan by the Company
and allocated to Plan Participants from newly-issued shares or from shares (“Treasury Shares”) acquired by the Company,
any Subsidiary or any other person or entity designated by the Company, including the Company’s treasury shares.


 


ARTICLE 5 – PAYROLL DEDUCTIONS


 


Participants, upon entering the Plan, shall authorize
payroll deductions to be made for the purchase of Shares.  The maximum deduction shall not, on a per pay period basis,
exceed a Participant’s after-tax pay. Generally, bonus earnings are excluded from ESPP deductions unless as otherwise
authorized by local management. The Participant may authorize increases or decreases in the amount of payroll
deductions.  In order to effect such a change in the amount of the payroll deductions, the Company must receive notice
of such change in the manner specified by the Company and changes will take effect as soon as administratively
possible.  The Company will accumulate and hold for the Participant’s account the amounts deducted from his/her
pay.  No interest shall be paid on such amounts.  In the event that payroll deductions are either prohibited under
local law or otherwise deemed to be administratively burdensome, the Company may accept employee contributions to the Plan in
such other form as is deemed appropriate.


 


Notwithstanding any other provision in the Plan to the contrary,
the maximum annual employee contribution for employees who are subject to the reporting and short-swing profit provisions of Section 16
of the Securities and Exchange Act of 1934 shall be $25,000.


 






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ARTICLE 6 – EMPLOYER CONTRIBUTION


 


The Company will match each employee’s contribution by
contributing to the Plan an additional fifteen percent (15%) of the employee’s payroll deduction.  The Company matching
contribution will be paid on employee contributions made to the Plan up to a maximum annual contribution of $40,000 (US). For purposes
of determining the Company’s maximum annual contribution in countries outside the United States, the U.S. dollar equivalent
of the $40,000 employee contribution (or other designated annual employee contribution) for any calendar year will be based on
the exchange rate in effect on the first business day of December of the prior calendar year.  The Committee, from time
to time, may increase or decrease the percentage of the Company’s contribution to the Participant’s payroll deduction
if the interests of the Company so require.  The matching contributions hereunder are not intended to be entitled or part
of the regular compensation of any Participant.  The Company will pay all commissions relating to the purchase of the Shares
under the Plan, and the Company will pay all administrative costs associated with the implementation and operation of the Plan.


 


ARTICLE 7 – AUTHORIZATION FOR ENTERING THE PLAN


 


An eligible employee may enter the Plan by enrolling in the
Plan and specifying his/her contribution amount in the manner authorized by the Company.  Such authorization will take effect
as of the next practicable payroll period.  Unless a Participant authorizes changes to his/her payroll deductions in accordance
with Article 5 or withdraws from the Plan, his/her deductions under the latest authorization on file with the Company shall
continue from one payment period to the succeeding payment period as long as the Plan remains in effect.


 


ARTICLE 8 – PURCHASE OF SHARES


 


All Shares purchased under the Plan which are purchased on the
open market shall be purchased by a broker designated, from time to time, by the Committee.  On a monthly basis, as soon as
practicable following the month end, the Company shall remit the total of contributions to the broker for the purchase of the Shares. 
The broker will then execute the purchase order and the Plan Administrator shall allocate Shares (or fraction thereof) to each
participant’s individual recordkeeping account.  In the event the purchase of Shares takes place over a number of days
and at different prices, then each participant’s allocation shall be adjusted on the basis of the average price per Share
over such period.


 


All Shares issued to the Plan from newly-issued or Treasury
Shares will be allocated to Participants’ accounts as of the eighth trading day of the month and will be allocated based
on the volume weighted average price of the Company’s stock on the New York Stock exchange on such date.


 


ARTICLE 9 – ISSUANCE OF SHARES


 


The Shares purchased under the Plan shall be held by the Plan
Administrator or its nominee.  Participants shall receive annual statements that will evidence all activity in the accounts
that have been established on their behalf.  Such statements will be issued by the Plan Administrator or its nominee. 
Participants may also review periodic statements electronically if provided more frequently than annually by the Plan Administrator.
In the event a Participant wishes to hold certificates in his/her own name, the Participant must instruct the Plan Administrator
or its nominee independently and bear the costs associated with the issuance of such certificates and pay, if required, a fee for
each certificate so issued.  Fractional Shares shall be liquidated on a cash basis only in lieu of the issuance of certificates
for such fractional Shares upon the employee’s withdrawal.


 


ARTICLE 10 – AUTOMATIC DIVIDEND REINVESTMENT


 


Any dividends paid to Participants for Shares purchased under
the Plan and held by the Plan Administrator shall be automatically reinvested in the Shares of the Company.


 


ARTICLE 11 – SALE OF SHARES PURCHASED UNDER THE
PLAN


 


Each Participant may sell at any time all or any portion of
the Shares acquired under the Plan and held by the Plan Administrator by notifying the Plan Administrator, or its designee, who
will direct the broker to execute the sale on behalf of the Participant.  The Participant shall pay the broker’s commission
and any other expenses incurred with regard to the sale of the Shares.  All such sales of the Shares
will be subject to compliance with any applicable federal or state securities, tax or other laws.  Each participant assumes
the risk of any fluctuations in the market price of the Shares.


 






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ARTICLE 12 – WITHDRAWAL FROM THE PLAN


 


A Participant may cease making contributions to the Plan
at any time by changing his/her payroll deduction to zero as described in Article 5.  In order to execute a sale of
all or part of the Shares purchased under the Plan and held by the Plan Administrator, the Participant must contact the Plan
Administrator, or its designee, directly.  If the Participant desires to withdraw from the Plan by liquidating all or
part of his/her shareholder interest, he/she shall receive the proceeds from the sale thereof, minus the commission and other
expenses on such sale.


 


ARTICLE 13 – NO TRANSFER OR ASSIGNMENT


 


A Participant’s right to purchase Shares under the Plan
through payroll deduction is his/hers alone and may not be transferred or assigned to, or availed of, by any other person.


 


ARTICLE 14 – TERMINATION OF EMPLOYEE RIGHTS


 


All of the employee’s rights under the Plan will terminate
when he/she ceases to be an eligible employee due to retirement, resignation, death, termination, or any other reason.  A
notice of withdrawal will be deemed to have been received from a Participant on the day of his/her final payroll deduction. 
If a Participant’s payroll deductions are interrupted by any legal process, a withdrawal notice will be deemed as having
been received on the day the interruption occurs.


 


In the event of the employee’s termination of employment
for any reason, a Participant will be required to:


 


1. Sell any shares remaining in the Participant’s account;
or


2. Transfer all remaining whole shares to an individual brokerage
account; or


3. Whole shares will be held by the Company’s Transfer
Agent in the form designated by the Transfer Agent.


 


Any fractional shares remaining in the Participant’s account
will be sold and the proceeds will be sent to the Participant.


 


Unless otherwise required by local law, if a Participant does
not take action within 60 days after he/she ceases to be an eligible employee due to retirement, resignation, death, termination,
or any other reason, his/her shares will be issued as designated by the Company’s Transfer Agent as described in option 3
above.  The Participant will be sent a communication from the Company’s Transfer Agent confirming the shares are being
held by them and details around how to transact on those shares in the future.  The Participant will also receive a check
equal to the proceeds from the sale of fractional shares, less applicable transaction and handling fees.


 


ARTICLE 15 – TERMINATION AND AMENDMENT TO THE
PLAN


 


The Plan may be terminated at any time by the Company’s
Board of Directors if the interests of the Company so require.  Upon such termination, or any other termination of the Plan,
all payroll deductions not used to purchase Shares will be refunded.  The Board of Directors also reserves the right to amend
the Plan, from time to time, in any respect and authorizes the Committee to approve amendments to the Plan on its behalf.


 


ARTICLE 16 – LOCAL TAX LAWS


 


If the provisions of the Plan contradict local tax laws, the
local tax laws shall prevail. 


 






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