Exhibit 10.7


 


(As of May 20, 2009)


 


THE 2009 STOCK PURCHASE AND OPTION PLAN FOR


KEY EMPLOYEES OF AMPHENOL AND SUBSIDIARIES


 


1.                                       Purpose
of Plan


 


The
2009 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;


 


(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; and


 


(d)                                 to create
competitive levels of compensation for management personnel.


 


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 Class A Common Stock of the Corporation which may be
authorized but unissued, or issued and reacquired.


 


(e)                                  “Key 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” shall 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
Stockholder’s 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 a Key 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/or the Executive Chairman 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 


 


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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 Key
Employees, of the 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 under this Plan to non-employee directors of the
Corporation or any of its Subsidiaries. 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 Stockholder’s 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 set forth 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(b) 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 including Common Stock
acquired upon the simultaneous exercise of a vested option, 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.


 


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6.                                       Limitations
and Conditions


 


(a)                                  The number of
Shares available for Grants under this Plan shall be 16,000,000 Shares of the
authorized Common Stock as of the effective date of the Plan. The number of
Shares subject to Option Grants under this Plan to any one Participant shall not
be more than 3,000,000 Shares. Unless restricted by applicable law, Shares
related to Grants that are forfeited, terminated, cancelled or expire
unexercised, shall immediately become available for new 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.


 


(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 


 


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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


 


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.


 


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 stockholder approval, increase the aggregate number of
Shares subject to Grants under the Plan, decrease the exercise price of
outstanding Options, cancel outstanding options in exchange for cash, other
awards or options with an exercise price that is less than the exercise price
of the 


 


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original option Grant,
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 Key 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.


 


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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