Exhibit 10.35


 


THE SECOND 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 Series 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.


 


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(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 Stockholders’ 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.


 


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


 


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under this Plan to non-employee directors of Corporation or any of its
Subsidiaries.  Grants may be granted
singly, in combination or in tandem. 
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 Stockholders’ 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 setforth 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(d) 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 8,000,000 Shares of the authorized Common Stock as of the effective date of
the Plan.  The number of Shares subject
to Options under this Plan to any one Participant shall not be more than
2,000,000 Shares.  Unless restricted by
applicable law, Shares related to Grants that are forfeited, terminated, cancelled
or expire unexercised, shall immediately become available for 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


 


(a)  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.


 


(b)  In the event that the Participant’s
right to require the Company to purchase his or her Shares or Options or the
Company’s right to require the Participant to sell his or her Shares or
Options, as provided in Sections 5 and 6, respectively, of the form of
Management Stockholder’s Agreement attached hereto as Exhibit A, or the
Company’s Right of First Refusal as provided in Section 4 of the form of
Management Stockholder’s Agreement, gives
rise to adverse accounting consequences to the Company in respect of the
treatment of Options granted pursuant to the Plan, the Committee may, in its
sole discretion, adjust the timing of the exercisability of such outstanding
Options to avoid such adverse accounting consequences.


 


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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 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 shareholder approval, increase the aggregate number
of Shares subject to Grants under the Plan, decrease the exercise price of
outstanding Options or Stock Appreciation Rights, 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.


 


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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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