Exhibit 10.8


 


(As of May 20, 2009)


 


2009 NON-QUALIFIED STOCK OPTION GRANT AGREEMENT


 


THIS
AGREEMENT, dated as of the Grant Date, is made by and between AMPHENOL
CORPORATION a Delaware corporation (hereinafter referred to as the “Company”),
and the holder of the Certificate of Stock
Option Grant, an employee of the Company or a Subsidiary (as defined
below) (hereinafter referred to as “Optionee”).


 


WHEREAS,
the Company wishes to afford the Optionee the opportunity to purchase shares of
its Class A Common Stock, par value $.001 per share (the “Common Stock”)
as indicated in the Certificate of Stock
Option Grant;


 


WHEREAS,
the Company wishes to carry out the Plan (as hereinafter defined), the terms of
which are hereby incorporated by reference and made a part of this Agreement;
and


 


WHEREAS,
the Committee (as hereinafter defined), appointed to administer the Plan, has
determined that it would be to the advantage and best interest of the Company
and its stockholders to grant the Non-Qualified Option to Purchase provided for
herein to the Optionee as an incentive for increased efforts during his or her
employment with the Company or its Subsidiaries, and has advised the Company
thereof and instructed the Company to cause its representatives to issue the Certificate of Stock Option Grant;


 


NOW,
THEREFORE, in consideration of the mutual covenants herein contained and other
good and valuable consideration, receipt of which is hereby acknowledged, the
parties hereto do hereby agree as follows:


 


ARTICLE
I


 


DEFINITIONS


 


Whenever
the following terms are used in this Agreement, they shall have the meaning
specified in the Plan or below unless the context clearly indicates to the
contrary.


 


Section 1.1—Affiliate


 


“Affiliate”
shall mean, with respect to the Company, any corporation or entity directly or
indirectly controlling, controlled by, or under common control with, the
Company.


 


Section 1.2—Cause


 


“Cause”
shall mean, (i) the Optionee’s willful and continued failure to perform
his or her duties with respect to the Company or its Subsidiaries which
continues beyond 5 busines days notice is provided to the Optionee by the
Company or (ii) misconduct by the Optionee (x) involving dishonesty
or breach of trust in connection with Optionee’s employment, (y) which
would be a reasonable basis for an indictment of the Optionee of a felony or a
misdemeanor 


 


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involving moral turpitude or
(z) which the Committee determines is likely to result in a demonstrable
injury to the Company.


 


Section 1.3—Change of Control


 


“Change
of Control” shall mean (i) a sale of all or substantially all of the
assets of the Company or (ii) an acquisition of voting stock of the
Company resulting in more than 50% of the voting stock of the Company being
held by a Person or Group. See 3.1(a) for application of Change of
Control.


 


Section 1.4—Code


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


Section 1.5—Committee


 


“Committee”
shall mean the Compensation Committee of the Board of Directors of the Company.


 


Section 1.6—Good Reason


 


“Good
Reason” shall mean (i) a reduction in Optionee’s base salary (other than a
broad based salary reduction program affecting many members of senior
management of the Company or the group or business unit that employs the
Optionee), (ii) a substantial reduction in Optionee’s duties and
responsibilities other than as approved by the Chief Executive Officer of the
Company, (iii) the elimination or reduction of the Optionee’s eligibility
to participate in the Company’s benefit programs that is inconsistent with the
eligibility of similarly situated employees of the Company to participate
therein, or (iv) an involuntary transfer of the Optionee’s primary
workplace by more than fifty (50) miles from the workplace as of the date
hereof.


 


Section 1.7—Grant Date


 


“Grant
Date” shall mean the date as of which the Option to Purchase provided for in
this Agreement was granted.


 


Section 1.8—Group


 


“Group”
means two or more Persons acting together as a partnership, limited partnership,
syndicate or other group for the purpose of acquiring, holding or disposing of
securities of the Company.


 


Section 1.9—Management Stockholder’s Agreement


 


“Management
Stockholder’s Agreement” shall mean the 2009 Management Stockholder’s
Agreement, as amended as of the Grant Date, between the Optionee and the
Company.


 


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Section 1.10—Option to Purchase


 


“Option
to Purchase” shall mean the non-qualified option to purchase Common Stock
granted under the Certificate of Stock Option
Grant.


 


Section 1.11—Permanent Disability


 


The
Optionee shall be deemed to have a “Permanent Disability” if the Optionee is
unable to engage in the activities required by the Optionee’s job by reason of
any medically determined physical or mental impairment which can be expected to
result in death within a period of 12 months or which has lasted or can be
expected to last for a continuous period of not less than 12 months.


 


Section 1.12—Person


 


“Person”
means an individual, partnership, corporation, business trust, joint stock
company, trust, unincorporated association, joint venture, governmental
authority or other entity of whatever nature.


 


Section 1.13—Plan


 


“Plan”
shall mean The 2009 Stock Purchase and Option Plan for Key Employees of
Amphenol and Subsidiaries.


 


Section 1.14—Pronouns


 


The
masculine pronoun shall include the feminine and neuter, and the singular and
the plural, where the context so indicates.


 


Section 1.15—Retirement


 


“Retirement”
shall mean the voluntary termination of employment of the Optionee with the
Company at age 65 or older following a minimum of five (5) years of
employment with the Company and/or a Subsidiary of the Company or the voluntary
termination of employment of the Optionee with the Company at age 55 or older
following a minimum of ten (10) years of employment with the Company
and/or a Subsidiary of the Company.


 


Section 1.16—Secretary


 


“Secretary”
shall mean the Secretary or an Assistant Secretary of the Company.


 


Section 1.17—Subsidiary


 


“Subsidiary”
shall mean any corporation in an unbroken chain of corporations beginning with
the Company 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.


 


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Section 1.18—Trigger Date


 


“Trigger
Date” shall mean the date hereof.


 


ARTICLE
II


 


GRANT OF OPTION TO PURCHASE


 


Section 2.1—Grant of Option to Purchase


 


For
good and valuable consideration, on and as of the Grant Date hereof, the
Company irrevocably grants to the Optionee, subject to Section 2.4, an
Option to Purchase any part or all of an aggregate of shares of its $.001 par
value Class A Common Stock as indicated in the Certificate of Stock Option Grant upon the terms and
conditions set forth in this Agreement.


 


Section 2.2—Grant Price


 


Subject
to Section 2.4, the exercise price of the shares of stock covered by the
Option to Purchase (the “Option to Purchase Grant Price”) shall be as indicated
in the Certificate of Stock Option Grant per
share without commission or other charge.


 


Section 2.3—No Right to Employment


 


Nothing
in this Agreement or in the Plan shall confer upon the Optionee any right to
continue in the employ of the Company or any Subsidiary or shall interfere with
or restrict in any way the rights of the Company and its Subsidiaries, which
are hereby expressly reserved, to terminate the employment of the Optionee at
any time for any reason whatsoever, with or without Cause.


 


Section 2.4—Adjustments in Option to Purchase Pursuant
to Merger, Consolidation, etc.


 


Subject
to Section 9 of the Plan, in the event that the outstanding shares of the
stock subject to an Option to Purchase are, from time to time, changed into or
exchanged for a different number or kind of shares of the Company or other
securities of the Company by reason of a merger, consolidation,
recapitalization, reclassification, stock split, stock dividend, combination of
shares, or otherwise, the Committee shall make an adjustment in the number and
kind of shares and/or the amount of consideration as to which or for which, as
the case may be, such Option to Purchase, or portions thereof then unexercised,
shall be exercisable, in such manner as the Committee determines is reasonably
necessary to maintain as nearly as practicable the rights, benefits and
obligations that the parties would have had absent such event. Any such
adjustment made by the Committee shall be final and binding upon the Optionee,
the Company and all other interested persons.


 


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ARTICLE
III


 


PERIOD OF EXERCISABILITY


 


Section 3.1—Commencement of Exercisability


 


(a)                                  an Option to
Purchase shall become exercisable as follows:


 


	
  Date Option
  to Purchase

  Becomes Exercisable

  	
   

  	
  Percentage of Option to Purchase

  Shares Granted As to Which

  Option to Purchase Is Exercisable

  	
   

  
	
  After the first anniversary of the Trigger Date

  	
   

  	
  20

  	
  %

  
	
  After the second anniversary of the Trigger Date

  	
   

  	
  40

  	
  %

  
	
  After the third anniversary of the Trigger Date

  	
   

  	
  60

  	
  %

  
	
  After the fourth anniversary of the Trigger Date

  	
   

  	
  80

  	
  %

  
	
  After the fifth anniversary of the Trigger Date

  	
   

  	
  100

  	
  %

  



 


Notwithstanding
the foregoing, (x) no Option to Purchase shall become exercisable prior to
the time the Plan is approved by the Company’s stockholders, and (y) subject
to the immediately preceding clause (x), the Option to Purchase shall
become immediately exercisable as to 100% of the shares of Common Stock subject
to such Option to Purchase immediately prior to a Change of Control (but only
to the extent such Option to Purchase has not otherwise terminated or become
exercisable). The sale or disposition of a division, business segment or
Subsidiary of the Company shall not cause
an Option to Purchase to become immediately exercisable. Pursuant to the
authority granted to it in Section 5.1, the Committee shall decide what,
if any, Option to Purchase shall become exercisable and when any such Option to
Purchase must be exercised upon the sale or disposition of a division, business
segment or Subsidiary of the Company.


 


(b)                                 Notwithstanding
the foregoing, no Option to Purchase shall become exercisable as to any
additional shares of Common Stock following the termination of employment of
the Optionee for any reason other than a termination of employment because of
the death or Permanent Disability or Retirement of the Optionee, and any Option
to Purchase (other than as provided in the next succeeding sentence) which is
non-exercisable as of the Optionee’s termination of employment shall be
immediately cancelled. In the event of a termination of employment because of
death or Permanent Disability of the Optionee and provided that the Optionee
has been employed for at least three years, the Option to Purchase awarded
hereunder shall become immediately exercisable. If the Optionee has not been
employed for at least three years, then the Option to Purchase shall not become
exercisable for any additional shares of Common Stock. In the event of a
termination of employment because of Retirement of the Optionee, the Option to
Purchase the Committee in its sole and absolute discretion shall have the
authority to decide if any Option to Purchase that is not exercisable as of the
date of Retirement 


 


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shall continue to vest and
be exercisable as though the Optionee’s employment had not been terminated.


 


Section 3.2—“Grant Expiration Date”


 


The
Option to Purchase may not be exercised to any extent by the Optionee after the
first to occur of the following events:


 


(a)                                  The tenth
anniversary of the Grant Date; or


 


(b)                                 December 31
following the third anniversary of the date of the Optionee’s termination of
employment by reason of death or Permanent Disability. For these purposes,
termination of employment shall mean the date on which the Optionee ceases
working for the Company or a Subsidiary of the Company or such later day as the
Committee in their discretion deems to be appropriate; or


 


(c)                                  The eighth
anniversary of the Trigger Date in the event of the Optionee’s termination of
employment by reason of Retirement.


 


(d)                                 90 days
after termination of employment of the Optionee for any reason other than for
death or Permanent Disability or Retirement. For these purposes, termination of
employment shall mean the date on which the Optionee ceases working for the
Company or a Subsidiary of the Company or such later day as the Committee in
their discretion deems to be appropriate; or


 


(e)                                  If the
Committee so elects pursuant to Section 9 of the Plan, the effective date
of a Transaction (as defined in the Plan); provided, however, that the
Committee has provided Optionee with a reasonable period of notice prior to the
effective date of such Transaction in which to exercise an Option to Purchase
that has then neither been fully exercised nor become unexercisable under this Section 3.2.


 


ARTICLE
IV


 


EXERCISE OF OPTION TO PURCHASE


 


Section 4.1—Person Eligible to Exercise


 


Except
as provided in the Management Stockholder’s Agreement, during the lifetime of
the Optionee, only he or his personal legal representative may exercise an
Option to Purchase or any portion thereof. After the death of the Optionee, any
previously exercised portion of an Option to Purchase may, prior to the time
when an Option to Purchase becomes unexercisable under Section 3.2, be
exercised by any person empowered to do so under the Optionee’s will or under
the then applicable laws of descent and distribution.


 


Section 4.2—Partial Exercise


 


Any
exercisable portion of an Option to Purchase or the entire Option to Purchase,
if then wholly exercisable, may be exercised in whole or in part at any time
prior to the time when the 


 


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Option to Purchase or
portion thereof becomes unexercisable under Section 3.2; provided,
however, that any partial exercise shall be for whole shares of Common Stock
only.


 


Section 4.3—Manner of Exercise


 


An
Option to Purchase, or any exercisable portion thereof, may be exercised by a
Management Stockholder who is not an executive officer of the Company in the
manner described in the Section titled “Exercising Your Stock Options”
appearing in “A Guide to the Amphenol Corporation Stock Option Plan” appearing
on the Company’s Client Home Page available through www.benefitaccess.com. An executive
officer of the Company will require the assistance of the Executive Chairman,
the Chief Executive Officer, Chief Financial Officer or the General Counsel of
the Company and personal assistance from Smith Barney, as the administrator of
the Plan, to exercise any Option to Purchase, or any exercisable portion
thereof.


 


The
Optionee may be asked to provide a bona fide written representation and agreement,
in a form satisfactory to the Committee, signed by the Optionee or other person
then entitled to exercise such Option or portion thereof, stating that the
shares of stock are being acquired for his own account, for investment and
without any present intention of distributing or reselling said shares or any
of them except as may be permitted under the Securities Act of 1933, as amended
(the “Act”), and then applicable rules and regulations thereunder, and
that the Optionee or other person then entitled to exercise such Option or
portion thereof will indemnify the Company against and hold it free and
harmless from any loss, damage, expense or liability resulting to the Company
if any sale or distribution of the shares by such person is contrary to the representation
and agreement referred to above; provided, however, that the Committee may, in
its absolute discretion, take whatever additional actions it deems appropriate
to ensure the observance and performance of such representation and agreement
and to effect compliance with the Act and any other federal or state securities
laws or regulations; and


 


In
the event the Option to Purchase or any portion thereof shall be exercised
pursuant to Section 4.1 by any person or persons other than the Optionee,
the Committee may require appropriate proof of the right of such person or
persons to exercise the Option to Purchase.


 


Without
limiting the generality of the foregoing, the Committee may require an opinion
of counsel acceptable to it to the effect that any subsequent transfer of
shares acquired on exercise of an Option to Purchase does not violate the Act,
and may issue stop-transfer orders covering such shares. Share certificates
evidencing stock issued on exercise of an Option to Purchase shall bear an appropriate
legend referring to the provisions of the second paragraph above and the
agreements herein. The written representation and agreement referred to in the
second paragraph above shall, however, not be required if the shares to be
issued pursuant to such exercise have been registered under the Act, and such
registration is then effective in respect of such shares.


 


Section 4.4—Conditions to Issuance of Stock
Certificates


 


The
shares of stock deliverable upon the exercise of an Option to Purchase, or any portion
thereof, shall be previously authorized but unissued shares of the Company.
Such shares shall be validly issued, fully paid and nonassessable. The Company
shall not be required to issue 


 


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or deliver any certificate
or certificates for shares of stock purchased upon the exercise of an Option to
Purchase or portion thereof prior to fulfillment of all of the following
conditions:


 


(a)                                  The obtaining
of approval or other clearance from any state or federal governmental agency
which the Committee shall, in its absolute discretion, determine to be
necessary or advisable; and


 


(b)                                 The lapse of
such reasonable period of time following the exercise of the Option to Purchase
as the Committee may from time to time establish for reasons of administrative
convenience. Absent such a determination by the Committee, 20 business days
shall be deemed to be a reasonable period of time.


 


Section 4.5—Rights as Stockholder


 


The
holder of an Option shall not be, nor have any of the rights or privileges of,
a stockholder of the Company in respect of any shares purchasable upon the
exercise of the Option or any portion thereof unless and until certificates
representing such shares shall have been issued by the Company to such holder.


 


ARTICLE
V


 


MISCELLANEOUS


 


Section 5.1—Administration


 


The
Committee shall have the power to interpret the Plan and this Agreement and to
adopt such rules for the administration, interpretation and application of
the Plan as are consistent therewith and to interpret or revoke any such rules.
All actions taken and all interpretations and determinations made by the
Committee shall be final and binding upon the Optionee, the Company 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 the Option to Purchase. In its absolute discretion, the Board of
Directors may at any time and from time to time exercise any and all rights and
duties of the Committee under the Plan and this Agreement.


 


Section 5.2—Option to Purchase Not Transferable


 


Except
as provided in the Management Stockholder’s Agreement, neither the Option to
Purchase nor any interest or right therein or part thereof shall be liable for
the debts, contracts or engagements of the Optionee or his successors in
interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall be null and
void and of no effect; provided, however, that this Section 5.2 shall not
prevent transfers by will or by the applicable laws of descent and distribution
nor shall this Section 5.2 prevent a transfer of the Option to Purchase or
an interest or right therein, that is made in compliance with the federal
securities laws, to a trust or custodianship where the beneficiaries of such
trust or custodianship include only the 


 


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Management Stockholder, his
spouse or his lineal descendants per the provisions of the related 2009
Management Stockholder’s Agreement.


 


Section 5.3—Shares to Be Reserved


 


The
Company shall at all times during the term of the Option to Purchase reserve
and keep available such number of shares of stock as will be sufficient to
satisfy the requirements of this Agreement.


 


Section 5.4—Notices


 


Any
notice to be given under the terms of this Agreement to the Company shall be
addressed to the Company in care of its Secretary, and any notice to be given
to the Optionee shall be addressed to him or her at the address indicated in
the records of the headquarters Human Resources Department of the Company. By a
notice given pursuant to this Section 5.4, either party may hereafter
designate a different address for notices to be given. Any notice which is
required to be given to the Optionee shall, if the Optionee is then deceased,
be given to the Optionee’s personal representative if such representative has
previously informed the Company of his status and address by written notice to
the Secretary of the Company under this Section 5.4. Any notice shall be
hand delivered, delivered by overnight delivery or sent via confirmed telecopy.
Any notice to the Optionee may also be delivered via email by the Company or
the Company’s representative to the email address of Optionee indicated in the
records of the headquarters Human Resources Department of the Company.


 


Section 5.5—Titles


 


Titles
are provided herein for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.


 


Section 5.6—Applicability of Plan and Management
Stockholder’s Agreement


 


The
Option to Purchase and the shares of Common Stock issued to the Optionee upon
exercise of the Option to Purchase shall be subject to all of the terms and
provisions of the Plan and the Management Stockholder’s Agreement. In the event
of any conflict between this Agreement and the Plan, the terms of the Plan
shall control. In the event of any conflict between this Agreement or the Plan
and the Management Stockholder’s Agreement, the terms of the Management
Stockholder’s Agreement shall control.


 


Section 5.7—Amendment


 


This
Agreement may be amended only by a later dated instrument accepted by the
parties hereto which specifically states that it is amending this Agreement; provided however that the Committee in its
reasonable discretion may unilaterally amend the Agreement if it determines
that such amendment would be beneficial to the Optionee.


 


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Section 5.8—Governing Law


 


The
laws of the State of Delaware shall govern the interpretation, validity and
performance of the terms of this Agreement regardless of the law that might be
applied under principles of conflicts of laws.


 


Section 5.9—Jurisdiction


 


Any suit, action or proceeding against the
Optionee with respect to this Agreement, or any judgment entered by any court
in respect thereof, may be brought in any court of competent jurisdiction in
the State of Connecticut (or if the Company moves its corporate headquarters to
another state, in that state), and the Optionee hereby submits to the
non-exclusive jurisdiction of such courts for the purpose of any such suit,
action, proceeding or judgment. The Optionee hereby irrevocably waives any
objections which he may now or hereafter have to the laying of the venue of any
suit, action or proceeding arising out of or relating to this Agreement brought
in any court of competent jurisdiction in the State of Connecticut (or if the
Company moves its corporate headquarters to another state, in that state), and
hereby further irrevocably waives any claim that any such suit, action or
proceeding brought in any such court has been brought in any inconvenient
forum. No suit, action or proceeding against the Company with respect to this
Agreement may be brought in any court, domestic or foreign, or before any
similar domestic or foreign authority other than in a court of competent
jurisdiction in the State of Connecticut (or if the Company moves its corporate
headquarters to another state, in that state), and the Optionee hereby
irrevocably waives any right which he may otherwise have had to bring such an
action in any other court, domestic or foreign, or before any similar domestic
or foreign authority. The Company hereby submits to the jurisdiction of such
courts for the purpose of any such suit, action or proceeding. The Optionee
hereby irrevocably and unconditionally waives trial by jury in any legal action
or proceeding in relation to this Agreement and for any counterclaim therein.


 


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