EXHIBIT
10.11


 


Tyco
Electronics Ltd.

2007 Stock and Incentive Plan


 


TERMS AND CONDITIONS


OF


OPTION AWARD


 


OPTION AWARD made as of                                               ,
2007.


 


1.             Grant of Option. Tyco Electronics Ltd. (the “Company”)
has granted you an Option to purchase Shares of Common Stock, the number of
which is set forth in a separate grant notification letter (“Grant Letter”),
subject to the provisions of this Award Agreement. This Option is a Non-Qualified
Option.


 


2.             Exercise Price. The purchase price of the Shares covered by the Option is set forth in
your Grant Letter.


 


3.             Vesting. The Option will become exercisable in cumulative installments as
follows: one fourth (1/4) of the Shares specified in your Grant Letter, one (1)
year from the Grant Date (as set forth in your Grant Letter); an additional one
fourth (1/4) of the Shares, two (2) years from the Grant Date; an additional
one fourth (1/4) of the Shares, three (3) years from the Grant Date; and the
remaining one fourth (1/4), four (4) years from the Grant Date. Your vested
right will be calculated on the anniversary of the Grant Date. If you terminate
employment before full vesting, you will forfeit the unvested portion of the
Option and, subject to Section 12, you may exercise the vested portion of the
Option until the earlier of (a) the date described in Section 4 below, or (b)
90 days after your Termination of Employment. However, if your Termination of
Employment is as a result of your Normal Retirement (Termination of Employment
on or after age 60 if the sum of your age and years of service with the Company
is at least 70), Retirement (Termination of Employment on or after age 55 if
the sum of your age and years of service with the Company is at least 60),
Death, Disability, Change in Control, or Divestiture or Outsourcing Agreement,
this Option will become vested and exercisable in accordance with the
provisions of Section 7, 8 or 9, as applicable.


 


4.             Term of Option. Unless the Option has been terminated or cancelled, the Option must be
exercised before the close of the New York Stock Exchange (“NYSE”) on the day
prior to the 10th anniversary of the Grant Date. If the NYSE is not
open for business on the expiration date specified, the Option will expire at
the close of the NYSE’s next business day.


 


5.             Payment of Exercise Price. To exercise the Option, you must pay the
Exercise Price for each Share as set forth in the Grant letter. You may pay the
Exercise Price in cash, or by certified check, bank draft, wire transfer or
postal or express money order. You may also pay the Exercise Price by using one
or more of the following methods: (i) delivering to the Company or its agent a
properly executed exercise notice, together with irrevocable instructions to a
broker to deliver promptly (within the typical settlement cycle for the sale of
equity securities on the relevant trading market, or otherwise in accordance
with Regulation T issued by the Federal Reserve Board) to the Company sale or
loan proceeds adequate to satisfy the portion of the


 


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Exercise Price being so
paid; (ii) if expressly approved by the Committee, tendering to the Company (by
physical delivery or attestation) or its agent certificates of Common Stock
that you have held for six (6) months or longer (unless the Committee, in its
discretion, waives this 6-month period) and that have an aggregate Fair Market
Value as of the day prior to the date of exercise equal to the portion of the
Exercise Price and any applicable taxes being so paid; or (iii) if such form of
payment is expressly authorized by Board or Committee, instructing the Company
to withhold Shares that would otherwise be issued were the Exercise Price to be
paid in cash and that have an aggregate Fair Market Value as of the date of
exercise equal to the portion of the Exercise Price and any applicable taxes being
so paid. Notwithstanding the foregoing, you may not tender any form of payment
that the Company determines, in its sole and absolute discretion, could violate
any law or regulation. You are not required to purchase all Shares subject to
the Option at one time, but you must pay the full Exercise Price for all Shares
that you elect to purchase before they will be delivered.


 


6.             Exercise of Option. Subject to the terms and conditions of
this Award Agreement, the Option may be exercised by contacting UBS Financial
Services Inc. at 877-461-7802 if calling from within the U.S. or 001-201-272-7684
if calling from outside the U.S., or such other stock option administrator as
is selected by the Company. If the Option is exercised after your death, the
Company will deliver Shares only after the Committee or its designee has
determined that the person exercising the Option is the duly appointed executor
or administrator of your estate or the person to whom the Option has been
transferred by your will or by the applicable laws of descent and distribution.


 


7.             Retirement, Disability or
Death. Notwithstanding the vesting and exercise provisions described
in Section 3, the Option will vest and remain exercisable as set forth below (or
as set forth in paragraph 8 or 9, as applicable), in the event of Retirement
(as defined in paragraph 3), Normal Retirement (as defined in paragraph 3),
Disability or Death, subject however, to Section 12:


 


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  Event

  	
   

  	
  Vesting

  	
   

  	
  Exercise

  
	
  Retirement (as defined in paragraph 3)

  	
   

  	
  Unvested Awards are forfeited if you retire from active employment
  less than 12 months after Grant Date. On or after the first anniversary of
  Grant Date, a pro rata portion of the Unvested Awards (rounded up or down to
  the nearest full year increment), as determined based on the portion of the four year
  vesting term that you have completed prior to Termination (with an offset for
  shares previously vested) shall become exercisable upon the earlier of the
  normal vesting schedule (as listed in Section 3) or your Retirement.

  	
   

  	
  Vested Awards expire on the earlier of (i) original expiration date
  described in Section 4, or (ii) 3 years after Retirement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Normal Retirement (as defined in paragraph 3)

  	
   

  	
  Notwithstanding the terms of the Plan, Unvested Awards are forfeited
  if you retire from active employment less than 12 months after Grant Date. On
  or after the first anniversary of Grant Date, Unvested Awards become fully
  exercisable upon the earlier of the original vesting schedule (as listed in
  Section 3) or your Normal Retirement.

  	
   

  	
  Vested Awards expire on the earlier of (i) original expiration date
  described in Section 4, or (ii) 3 years after Normal Retirement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Disability or Death

  	
   

  	
  Unvested Awards become fully vested as of the Date of Termination

  	
   

  	
  Vested Awards expire earlier of (i) original expiration date
  described in Section 4, or (ii) 3 years after Termination of Employment.

  



 


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8.             Change in Control. Notwithstanding the
vesting and exercise provisions described in Section 3, and subject to Section
5.4 of the Plan, if your
employment is terminated following a Change in Control, as defined in the Plan,
your Option will immediately become fully vested, and you will be entitled to
exercise the Option until the earlier of (x) the original expiration date
described in Section 4 or (y) the third anniversary of your Termination of
Employment, provided that:


 


(a) your employment is terminated by the
Company or a Subsidiary for any reason other than Cause, Disability or death in
the twelve-month period following the Change in Control; or


 


(b) you terminate your employment with the
Company or your employing Subsidiary within the twelve-month period following
the Change in Control as a result of, and within 180 days following, the
occurrence of one of the following events:


 


i.  the Company or your employing Subsidiary (1) assigns or causes to be
assigned to you duties inconsistent in any material respect with your position
as in effect immediately prior to the Change in Control; (2) makes or causes to
be made any material adverse change in your position, authority, duties or
responsibilities; or (3) takes or causes to be taken any other action which, in
your reasonable judgment, would cause you to violate your ethical or
professional obligations (after written notice of such judgment has been
provided by you to the Company and the Company has been given a 15-day period
within which to cure such action), or which results in a significant diminution
in such position, authority, duties or responsibilities; or


 


ii. the Company or your employing subsidiary, without your consent, (1)
requires you to relocate to a principal place of employment more than fifty
(50) miles from your existing place of employment; or (2) reduces your base
salary, annual bonus, or retirement, welfare, stock incentive, perquisite (if
any) and other benefits taken as a whole.


 


9.             Termination of Employment as a Result of
Divestiture or Outsourcing.
Notwithstanding the vesting and exercise provisions described in Section 3, and
subject to Section 12, if your Termination of Employment is as a result of a
Disposition of Assets, Disposition of a Subsidiary or Outsourcing Agreement,
your Option Award will vest on a pro-rata basis based on (i) the number
of whole months completed from Grant Date through the closing date of the
applicable transaction over the original number of months of the vesting
period, times (ii) the total number of shares awarded under the Option minus
(iii) the number of shares previously vested. The vested portion of your Option
Award will expire on the earlier of the original expiration date of the Award described
in Section 4 or three (3) years after the date of your Termination of
Employment.


 


Notwithstanding
the foregoing, you shall not be eligible for such pro-rata vesting and extended
expiration date if, (i) your Termination of Employment occurs on or prior to the
closing date of such Disposition of Assets or Disposition of a Subsidiary, as
applicable, or on such later date as is specifically provided in the applicable
transaction agreement or related agreements, or on the effective date of such
Outsourcing Agreement applicable to you (the “Applicable


 


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Employment Date”), and (ii) you are offered Comparable
Employment with the buyer, successor company or outsourcing agent, as
applicable, but do not commence such employment on the Applicable Employment
Date.


 


For
purposes of this section 9, (i) “Comparable Employment” is defined as
employment at a base salary rate and bonus target that is at least equal to the
base salary rate and bonus target in effect immediately prior to your
termination of employment and at a location that is no more than 50 miles from
your job location in effect immediately prior to your termination of
employment; (ii) “Disposition of Assets” shall mean the disposition by the
Company or a Subsidiary of all or a portion of the assets used by the Company
or Subsidiary in a trade or business to an unrelated corporation or entity;
(iii) “Disposition of a Subsidiary” shall mean the disposition by the Company
or a Subsidiary of its interest in a subsidiary or controlled entity to an
unrelated individual or entity, provided that such subsidiary or entity ceases
to be an affiliated company as a result of such disposition; and (iv) “Outsourcing
Agreement” shall mean a written agreement between the Company or a Subsidiary
and an unrelated third party (“Outsourcing Agent”) pursuant to which (a) the
Company transfers the performance of services previously performed by employees
of the Company or Subsidiary to the Outsourcing Agent, and (b) the Outsourcing
Agreement includes an obligation of the Outsourcing Agent to offer employment
to any employee whose employment is being terminated as a result of or in
connection with said Outsourcing Agreement.


 


10.           Withholdings. The Company will have the right, prior to the issuance or delivery of
any Shares in connection with the exercise of the Option, to withhold or demand
from you the amount necessary to satisfy applicable tax requirements, as
determined by the Committee. The methods described in Section 5 may also be used
to pay your withholding tax obligation.


 


11.           Transfer of Option. You may not transfer the Option or any
interest in the Option except by will or the laws of descent and distribution. Notwithstanding
the foregoing, you may transfer the Option to members of your immediate family
or to one or more trusts for the benefit of family members or to one or more
partnerships in which the family members are the only partners, provided that
(i) you do not receive any consideration for the transfer, (ii) you furnish the
Committee or its designee with detailed written notice of the transfer at least
three (3) business days in advance, and (iii) the Committee or its designee
consents in writing. For this purpose, “family member” means any spouse,
children, grandchildren, parents, grandparents, siblings, nieces, nephews and
grandnieces and grandnephews, including adopted, in-laws and step family
members. Any Option transferred pursuant to this provision will continue to be
subject to the same terms and conditions that were applicable to the Option
immediately prior to transfer. The Option may be exercised by the transferee
only to the same extent that you could have exercised the Option had no
transfer occurred.


 


12.           Covenant; Forfeiture of Award; Agreement to
Reimburse Company.


 


(a)           If you have been terminated for Cause,
including without limitation a termination as a result of your violation of the
Company’s Code of Ethical Conduct, any outstanding vested or unvested stock
options shall be immediately rescinded and you will forfeit any rights you have
with respect to those options and, in addition, you hereby agree and promise
immediately to deliver to the Company, Shares (or, in the discretion of the
Committee, cash)


 


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equal in value to the
amount of any profit you realized upon an exercise of the Option during the
period beginning six (6) months prior to your Termination of Employment and ending
on your Termination of Employment.


 


(b)           If, after your Termination of Employment,
the Committee determines in its sole discretion that while you were a Company
or Subsidiary employee you engaged in activity that would have constituted
grounds for the Company or Subsidiary to terminate your employment for Cause,
then the Company will immediately rescind the unvested portion of your Option
and any vested but unexercised portion of the Option and you will immediately
forfeit any and all rights you have remaining on the date the Committee makes
such determination with respect to the Option. In addition, you hereby agree
and promise immediately to deliver to the Company the number of Shares (or, in
the discretion of the Committee, the cash value of said shares) equal in value
to the amount of any profit you realized upon the exercise of any portion of
the Option during the period six (6) months prior to your Termination of
Employment through the date of the Committee’s determination.


 


(c)           If the Committee determines, in its sole
discretion, that at anytime after your Termination of Employment and prior to
the second anniversary of your Termination of Employment you (i) disclosed
business confidential or proprietary information related to any business of the
Company or Subsidiary or (ii) have entered into an employment or consultation
arrangement (including any arrangement for employment or service as an agent,
partner, stockholder, consultant, officer or director) with any entity or
person engaged in a business and (a) such employment or consultation
arrangement would likely (in the sole judgment of the Committee) result in the
disclosure of business confidential or proprietary information related to any
business of the Company or a Subsidiary to a business that is competitive with
any Company or Subsidiary business as to which you have had access to business
strategic or confidential information, and (b) the Committee has not approved
the arrangement in writing, then any Option that you have not exercised
(whether vested or unvested) will immediately be rescinded, and you will
forfeit any rights you have with respect to these Options as of the date of the
Committee’s determination. In addition, you hereby agree and promise
immediately to deliver to the Company, Shares (or, in the discretion of the
Committee, cash) equal in value to the amount of any profit you realized upon
an exercise of the Option during the period beginning six (6) months prior to
your Termination of Employment and ending on the Committee’s determination
date.


 


13.           Adjustments. In the event of any stock split, reverse stock split, dividend or other
distribution (whether in the form of cash, Shares, other securities or other
property), extraordinary cash dividend, recapitalization, merger,
consolidation, split-up, spin-off, reorganization, combination, repurchase or
exchange of Shares or other securities, the issuance of warrants or other
rights to purchase Shares or other securities, or other similar corporate
transaction or event, the Committee shall adjust the number and kind of Shares
covered by the Option, the Exercise Price and other relevant provisions to the
extent necessary to prevent dilution or enlargement of the benefits or
potential benefits intended to be provided by the Option.


 


14.           Restrictions on Exercise. Exercise of the Option is subject to the
conditions that, to the extent required at the time of exercise, (a) the Shares
covered by the Option will be duly


 


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listed, upon official
notice of issuance, upon the NYSE, and (b) a Registration Statement under the
Securities Act of 1933 with respect to the Shares will be effective or an
exemption from registration will apply. The Company will not be required to
deliver any Common Stock until all applicable federal and state laws and
regulations have been complied with and all legal matters in connection with
the issuance and delivery of the Shares have been approved by counsel of the
Company. Notwithstanding this Statement of Terms and Conditions, Optionee may
exercise the Option only pursuant to the “broker-assisted cashless exercise”
method described in Section 5(i) of this Statement of Terms and conditions if
so restricted by local law at the time of exercise.


 


15.           Disposition of Securities. By accepting the Award, you acknowledge
that you have read and understand the Company’s Insider Trading Policy, and are
aware of and understand your obligations under federal securities laws with
respect to trading in the Company’s securities, and you agree not to use the
Company’s “cashless exercise” program (or any successor program) at any time
when you possess material nonpublic information with respect to the Company or
when using the program would otherwise result in a violation of securities law.
The Company will have the right to recover, or receive reimbursement for, any
compensation or profit realized on the exercise of the Option or by the
disposition of Shares received upon exercise of the Option to the extent that
the Company has a right of recovery or reimbursement under applicable
securities laws.


 


16.           Plan Terms Govern. The exercise of the Option, the
disposition of any Shares received upon exercise of the Option, and the
treatment of any gain on the disposition of these Shares are subject to the
terms of the Plan and any rules that the Committee may prescribe. The Plan document,
as may be amended from time to time, is incorporated into this Award Agreement.
Capitalized terms used in this Award Agreement have the meaning set forth in
the Plan, unless otherwise stated in this Award Agreement. In the event of any
conflict between the terms of the Plan and the terms of this Award Agreement,
the Plan will control. By accepting the Award, you acknowledge receipt of the
Plan, as in effect on the date of this Award Agreement.


 


17.           Personal Data. To comply with applicable law and to administer the Plan and this Award
Agreement properly, the Company and its agents may hold and process your
personal data and/or sensitive personal data. Such data includes, but is not
limited to, the information provided in this grant package and any changes
thereto, other appropriate personal and financial data about you, and
information about your participation in the Plan and Shares obtained under the
Plan from time to time. By accepting the Award, you hereby give your explicit
consent to the Company’s processing any such personal data and/or sensitive
personal data. You also hereby give your explicit consent to the Company’s
transfer of any such personal data and/or sensitive personal data outside the
country in which you work or reside and to the United States. The legal persons
for whom your personal data are intended include the Company and any of its
Subsidiaries (or former Subsidiaries as are deemed necessary), the outside Plan
administrator as selected by the Company from time to time, and any other
person that the Company may find in its administration of the Plan to be
appropriate. You have the right to review and correct your personal data by
contacting your local Human Resources Representative. You understand that the
transfer of the information outlined here is important to the administration of
the Plan, and that failure to consent to the transmission of such information
may limit or prohibit your participation in the Plan.


 


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18.           No Contract of Employment or Promise of Future
Grants. By accepting
the Award, you agree to be bound by this Award Agreement and acknowledge that
the Award is granted at the sole discretion of the Company and is not
considered part of any contract of employment with the Company or of your
ordinary or expected salary or other compensation and will not be considered as
part of such salary or compensation for purposes of any pension benefits or in
the event of severance, redundancy or resignation. If your employment with the
Company or a Subsidiary is terminated for any reason, whether lawfully or
unlawfully, you agree that you will not be entitled by way of damages for
breach of contract, dismissal or compensation for loss of office or otherwise
to any sum, shares or other benefits to compensate you for the loss or
diminution in value of any actual or prospective rights, benefits or
expectation under or in relation to the Plan.


 


19.           Limitations. Nothing in this Award Agreement or the Plan gives you any right to
continue in the employ of the Company or any of its Subsidiaries or to
interfere in any way with the right of the Company or any Subsidiary to
terminate your employment at any time. Payment of Shares is not secured by a
trust, insurance contract or other funding medium, and you do not have any
interest in any fund or specific asset of the Company by reason of the Option. You
have no rights as a stockholder of the Company pursuant to the Option until
Shares are actually delivered you.


 


20.           Incorporation of Other Agreements. This Award Agreement and the Plan
constitute the entire understanding between you and the Company regarding the
Option. This Award Agreement supersedes any prior agreements, commitments or
negotiations concerning the Option.


 


21.           Severability. The invalidity or unenforceability of any provision of this Award
Agreement will not affect the validity or enforceability of the other
provisions of this Award Agreement, which will remain in full force and effect.
Moreover, if any provision is found to be excessively broad in duration, scope
or covered activity, the provision will be construed so as to be enforceable to
the maximum extent compatible with applicable law.


 


By accepting this
Award, you agree to the following:


 


(i)            you have carefully read, fully understand
and agree to all of the terms and conditions described in this Award Agreement
and the Plan; and


 


(ii)           you understand and agree that this Award Agreement and the Plan
constitute the entire understanding between you and the Company regarding the
Option, and that any prior agreements, commitments or negotiations concerning
the Option are replaced and superseded.


 


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You will be deemed to
consent to the application of the terms and conditions set forth in this Award
Agreement and the Plan unless you contact Tyco Electronics, Ltd., c/o Equity
Plan Administration, 1050 Westlakes Dr, Berwyn, PA 19312 in writing within
thirty (30) days of the date of this Award Agreement. Notification of your
non-consent will nullify this grant unless otherwise agreed to in writing by
you and the Company.


 


 


	
   

  	
  Thomas J. Lynch

  
	
   

  	
  Chief Executive
  Officer,

  
	
   

  	
  Tyco Electronics,
  Ltd.

  



 


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