Exhibit 10.44


 


FOURTH (2008-2) CUSTOMIZED AMENDMENT


TO THE 2003 AMENDED AND RESTATED


AMPHENOL CORPORATION EMPLOYEE
SAVINGS/401(K) PLAN


 


WHEREAS, Amphenol Corporation (“Amphenol”)
has adopted the restated Amphenol Corporation Employee Savings/401(k) Plan
(the “Plan”) through adoption of the Fidelity Investments CORPORATEplan for
Retirementsm Profit Sharing/401(k) Plan Basic Plan Document No. 02
(the “Prototype”) and the Non-Standardized Adoption Agreement No. 001 (the
“Adoption Agreement”), to comply with the applicable requirements of the
Retirement Protection Act of 1994 (“GATT”), Uniformed Services Employment and
Reemployment Rights Act of 1994, Small Business Job Protection Act of 1996,
Taxpayer Relief Act of 1997, Internal Revenue Service Restructuring and Reform
Act of 1998 and the Community Renewal Tax Relief Act of 2000, effective as of May 8,
2003, except to the extent the applicable laws named above provide for an
earlier effective date;


 


WHEREAS, Section 16.02 of the Plan
allows Amphenol to amend the Plan;


 


WHEREAS, Amphenol previously amended the
Plan to provide for employer contributions to be made on behalf of certain
Participants (the “Class I Participants”);


 


WHEREAS, participants who are employed by
Amphenol PCD, Inc., a wholly-owned subsidiary of Amphenol, are not
currently Class I Participants;


 


WHEREAS, Amphenol, with the approval of
Fidelity Management Trust Company, wishes to amend the Plan to provide for
participants employed by Amphenol PCD, Inc. to be Class I
Participants, effective August 1, 2008, as set forth in this amendment,
with the understanding that such an amendment has the effect of taking the Plan
outside of the Prototype;


 

















 


NOW
THEREFORE BE IT RESOLVED, that the following amendment, which
amends and restates the 2008-1 Customized Amendment in its entirety, is hereby
adopted, effective as of August 1, 2008:


 


1.                                       Matching
Contribution.  Section 1.10 of
the Adoption Agreement is hereby amended to provide for a Non-Discretionary
Matching Employer Contribution for Class I Participants in the Plan.  The Non-Discretionary Matching Employer
Contribution shall be 100% of the Class I Participant’s Compensation
contributed to the Plan, up to a maximum of 3% of the Class I Participant’s
Compensation.  The Contribution Period
for purposes of calculating the amount of such matching contributions is the
payroll period, provided that such Contribution Period shall not be more
frequent than semi-monthly.  There are no
continuing eligibility requirements, as described in Section 1.10(d) of
the Adoption Agreement, for the Class I Participants to be entitled to
receive such matching contributions.


 


2.                                       Non-Elective
Employer Contribution.  Section 1.11
of the Adoption Agreement is hereby amended to provide for a Nonelective
Employer Contribution for Class I Participants in the Plan.  The Nonelective Employer Contribution shall
be 2% of the Class I Participant’s Compensation.  The Contribution Period for purposes of
calculating the amount of such contributions is the payroll period, provided
that such Contribution Period shall not be more frequent than
semi-monthly.  There are no continuing
eligibility requirements, as described in Section 1.11(c) of the
Adoption Agreement, for the Class I Participants to be entitled to receive
such nonelective contributions.


 


3.                                       Vesting.   Section 1.15(b) of the Adoption
Agreement is hereby amended to provide that Nonelective Employer Contributions
on behalf of Class I Participants shall be 100% immediately vested and
Non-Discretionary Matching Employer Contributions on behalf of Class I
Participants shall vest in accordance with the following schedule:


 




	
  Years of Vesting Service

  	
   

  	
  Vested Percentage

  	
   

  
	
  0

  	
   

  	
  0

  	
  %

  
	
  1

  	
   

  	
  25

  	
  %

  
	
  2

  	
   

  	
  50

  	
  %

  
	
  3

  	
   

  	
  75

  	
  %

  
	
  4

  	
   

  	
  100

  	
  %

  






 


Years of Vesting Service for Class I Participants
employed by Amphenol Nexus Technologies who were employed by Nexus, Inc.
on June 27, 2008 shall include service with Nexus, Inc.


 


2

















 


4.                                       Definition:
Class I Participant.  A Class I
Participant is a Participant who is:


 


a.                                       an
Affected Participant, on or after January 1, 2007;


 


b.                                      an
employee of Amphenol Nexus Technologies, a division of Amphenol Corporation, on
or after July 1, 2008; or


 


c.                                       an
employee of Amphenol PCD, Inc., a wholly-owned subsidiary of Amphenol
Corporation, on or after August 1, 2008.


 


For
purposes of (a) above, “Affected Participant” means a salaried employee
who:


 


i.                                          is
an employee at a division or location that participated in the Pension Plan for
Employees of Amphenol Corporation (the “Pension Plan”), as of December 31,
2006, and


 


ii.                                       is
not a Grandfathered Participant Under the Pension Plan.


 


For purposes of the definition of Affected
Participant, “Grandfathered Participant Under the Pension Plan” means a
participant in a salaried portion of the Pension Plan who, continuously since December 31,
2006, has been actively employed (including on short term disability or an
authorized leave of absence) or on long term disability at a participating
division or location of Amphenol Corporation or  a participating employer under the Pension Plan, and, as of December 31,
2006, was either:


 


x.             age
50 or older, with 15 or more Years of Vesting Service under the Pension Plan;
or


 


y.             had
25 or more Years of Vesting Service under the Pension Plan.


 


For
purposes of the definition of Affected Participant, participating divisions or
locations of Amphenol Corporation and participating employers under the Pension
Plan are:


 


A.                                   Participating
Divisions or Locations of Amphenol Corporation under the Pension Plan:


 


Spectra
Strip – Hamden, CT


Amphenol
RF – Danbury, CT


Amphenol
Fiber Optic Product – Lisle, IL


 


3

















 


Amphenol
Tuchel Electronics – Canton, MI


Amphenol
Aerospace Operations – Sidney, NY


Amphenol
Corporation Headquarters – Wallingford, CT


(Without
limitation, Amphenol AssembleTech (Houston), Amphenol Phoenix Interconnect,
Amphenol TCS and Amphenol Backplane Systems are not participating
divisions or locations.)


 


B.                                     Participating
Employers and their Participating Divisions or Locations under the Pension Plan:


 


Amphenol
Interconnect Products Company — Endicott, NY (Amphenol AssembleTech (Florida)
and Amphenol Precision Cable Manufacturing are not participating
divisions or locations)


Times
Fiber Communications, Inc.


Amphenol
Cable On Demand Corp.


(Without limitation, Sine Systems Corporation,
Amphenol T&M Antennas, Inc., Advanced Circuit Technology, Inc.,
Amphenol Connex Corporation, Amphenol PCD, Inc., Amphenol Antel, Inc.,
Amphenol Optimize Manufacturing Company, Amphenol InterCon Systems, Inc.,
Fiber Systems International, Inc., SV Microwave Technologies, Inc.
and Amphenol Alden Products Company are not participating employers.)


 


IN
WITNESS WHEREOF, Amphenol has signed this instrument this         
day of July, 2008.


 


 


	
   

  	
  Amphenol
  Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Jerome
  F. Monteith

  
	
   

  	
   

  	
  Its: Vice President, Human Resources

  



 


4