Exhibit 10.5


 


TYCO ELECTRONICS
LTD.


EMPLOYEE
STOCK PURCHASE PLAN


AS AMENDED
AND RESTATED MARCH 10, 2009


 


ARTICLE 1 — PURPOSE


The Tyco Electronics Employee
Stock Purchase Plan (the “Plan”) is created for the purpose of encouraging
stock ownership by officers and employees of Tyco Electronics 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 Tyco Electronics 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 Tyco Electronics.  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 6,000,000 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 base
salary or commission (in the case of an employee who receives commission and no
base salary) and deductions shall be exclusive of overtime and net withholding
and other deductions.  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.  Notwithstanding
the foregoing, the Committee may, in its sole discretion, authorize a special
bonus payment be made to a Participant and such bonus be designated as an
employee contribution.  Such employee
contribution will be entitled to receive the matching Employer Contribution
described in the next Article.  The bonus
may exceed the contribution 


 

















 


limits otherwise imposed
on the Participants.  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 Exchange Act of 1934 shall be
$25,000.


 


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 periodic
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.  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.


 


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 then
remaining in the Participant’s account; or


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


3. Request Computershare
to issue a share certificate to the Participant for any shares remaining in the
Participant’s account.


 


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


 


If you do not take action
within 30 days of notification by Computershare, your shares are issued in
certificate form as described in option 3 above.  You will be sent a certificate representing
your whole shares.  You will also receive
a check equal to your proceeds from the sale of your 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.