Exhibit 10.44


 


The CORPORATEplan for RetirementSM


EXECUTIVE PLAN


 


Adoption Agreement


 


IMPORTANT NOTE


 


This document has not
been approved by the Department of Labor, the Internal Revenue Service or any
other governmental entity. An Employer must determine whether the plan is
subject to the Federal securities laws and the securities laws of the various
states. An Employer may not rely on this document to ensure any particular tax
consequences or to ensure that the Plan is “unfunded and maintained primarily for
the purpose of providing deferred compensation to a select group of management
or highly compensated employees” under the Employee Retirement Income Security
Act with respect to the Employer’s particular situation. Fidelity Management
Trust Company, its affiliates and employees cannot and do not provide legal or
tax advice or opinions in connection with this document. This document does not
constitute legal or tax advice or opinions and is not intended or written to be
used, and it cannot be used by any taxpayer, for the purposes of avoiding
penalties that may be imposed on the taxpayer. This document must be
reviewed by the Employer’s attorney prior to adoption.


 


	
  Plan Number: 44381

  	
   

  	
  ECM NQ 2007 AA

  
	
  (07/2007)

  	
   

  	
  10/23/2008

  
	
  © 2007 Fidelity
  Management & Research Company

  



 

















 


ADOPTION AGREEMENT


ARTICLE 1


 


	
  1.01

  	
   

  	
  PLAN INFORMATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  Name of Plan:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  This is the Amphenol Corporation Supplemental Defined
  Contribution Plan (the “Plan”).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  Plan Status (Check
  one.):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Adoption Agreement effective date: 1/1/2009.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  The Adoption Agreement effective date is (Check (A) or check and complete (B)):

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (A)

  	
  o

  	
  A new Plan effective date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (B)

  	
  x

  	
  An amendment and restatement of the Plan. The original
  effective date of the Plan was: 6/1/2007.

  
								



 


	
   

  	
   

  	
  (c)

  	
  Name of Administrator, if not the Employer:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


	
  1.02

  	
   

  	
  EMPLOYER

  	
   

  



 


	
   

  	
   

  	
  (a)

  	
  Employer Name:   Amphenol Corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  The term “Employer” includes the following Related
  Employer(s) (as defined in Section 2.01(a)(25)) participating in
  the Plan:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Amphenol Interconnect Products
  Corporation

  
	
   

  	
   

  	
  Times Fiber
  Communications, Inc.

  
	
   

  	
   

  	
  Amphenol Cables on Demand Corp.

  
	
   

  	
   

  	
  Amphenol T&M
  Antennas, Inc.

  



 


1

















 


	
  1.03

  	
   

  	
  COVERAGE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Check (a) and/or (b).)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  x

  	
   The following
  Employees are eligible to participate in the Plan (Check (1) or (2)):

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (1)

  	
  o

  	
  Only those Employees designated in writing by the
  Employer, which writing is hereby incorporated herein.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (2)

  	
  x

  	
  Only those Employees in the eligible class described
  below:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  An Employee who is (1) a member of a select group
  of management or highly compensated  employees (2) either (i) not
  eligible to accrue a benefit under the Employer’s defined benefit plan  after
  January 1, 2007 or (ii) affected by a deferral limit to the primary
  qualified pension plan in which  he or she participates and
  (3) specifically designated in writing as eligible by Amphenol
  Corporation.

  



 


	
   

  	
   

  	
  (b)

  	
  o

  	
  The following Directors are eligible to participate in
  the Plan (Check (1) or (2)):

  



 


	
   

  	
   

  	
   

  	
   

  	
  (1)

  	
  o

  	
  Only those Directors designated in writing by the
  Employer, which writing is hereby incorporated herein.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (2)

  	
  o

  	
  All Directors, effective as of the later of the date in
  1.01(b) or the date the Director becomes a Director.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Note: A designation in Section 1.03(a)(1) or
  Section 1.03(b)(1) or a description in Section 1 .03(a)(2) must
  include the effective date of such participation.)

  



 


	
  1.04

  	
   

  	
  COMPENSATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (If Section 1.03(a) is
  selected, select (a) or (b). If Section 1.03(b) is selected,
  complete (c))

  



 


	
   

  	
   

  	
  For purposes of determining
  all contributions under the Plan:

  



 


	
   

  	
   

  	
  (a)

  	
  x Compensation
  shall be as defined, with respect to Employees, in the Amphenol
  Corporation Employee Savings/401(k) Plan maintained by the Employer:

  



 


	
   

  	
   

  	
   

  	
   

  	
  (1)

  	
  o

  	
  to the extent it is in excess of the limit imposed under
  Code section 401(a)(17).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (2)

  	
  x

  	
  notwithstanding the limit imposed under Code section
  401(a)(17).

  



 


	
   

  	
   

  	
  (b)

  	
  o Compensation
  shall be as defined in Section 2.01(a)(9) with respect to Employees
  (Check (1),  and/or
  (2) below, if, and as, appropriate):

  



 


2

















 


 


	
   

  	
   

  	
   

  	
   

  	
  (1)

  	
  o

  	
  but excluding the following:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (2)

  	
  o

  	
  but excluding bonuses, except those bonuses listed in
  the table in Section 1.05(a)(2).

  



 


	
   

  	
   

  	
  (c)

  	
  o

  	
  Compensation shall be as defined in Section 2.01(a)(9)(c) with
  respect to Directors, but excluding the following:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  1.05

  	
   

  	
  CONTRIBUTIONS ON BEHALF OF EMPLOYEES

  	
   

  



 


	
   

  	
   

  	
  (a)

  	
   

  	
  Deferral Contributions (Complete
  all that apply):

  



 


	
   

  	
   

  	
   

  	
   

  	
  (1)

  	
  o

  	
  Deferral Contributions. Subject to any minimum or
  maximum deferral amount provided below, the Employer shall make a Deferral
  Contribution in accordance with, and subject to, Section 4.01 on behalf
  of each Participant who has an executed salary reduction agreement in effect
  with the Employer for the applicable calendar year (or portion of the
  applicable calendar year).

  



 


	
  Deferral Contributions

  	
   

  	
  Dollar Amount

  	
   

  	
  % Amount

  
	
  Type of Compensation

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


(Note: With respect to each type of Compensation, list the
minimum and maximum dollar amounts or percentages as whole dollar
amounts or whole number percentages.)


 


	
   

  	
   

  	
   

  	
   

  	
  (2)

  	
  o

  	
  Deferral Contributions with respect to Bonus
  Compensation only. The Employer requires Participants to enter into a special
  salary reduction agreement to make Deferral Contributions with respect to one
  or more Bonuses, subject to minimum and maximum deferral limitations, as
  provided in the table below.

  



 


 


3
















 


	
   

  	
   

  	
  Treated As

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Non-

  	
   

  	
  Dollar Amount

  	
   

  	
  % Amount

  	
   

  
	
  Deferral Contributions

  Type of Bonus

  	
   

  	
  Performance

  Based

  	
   

  	
  Performance

  Based

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
  (Note: With respect to each type of Bonus, list the
  minimum and maximum dollar amounts or percentages as whole dollar amounts or
  whole number percentages. In the event a bonus identified as a
  Performance-based Bonus above does not constitute a Performance-based Bonus
  with respect to any Participant, such Bonus will be treated as a
  Non-Performance-based Bonus with respect to such Participant.)

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Matching Contributions (Choose
  (1) or (2) below, and (3) below, as applicable):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  The Employer shall make a Matching Contribution on
  behalf of each Employee Participant in an amount described below:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (A)

  	
  o

  	
      % of the Employee Participant’s
  Deferral Contributions for the calendar year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (B)

  	
  o

  	
  The amount, if any, declared by the Employer in writing,
  which writing is hereby incorporated herein.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (C)

  	
  o

  	
  Other:                                                                                                         

  



 


	
   

  	
   

  	
  (2)

  	
  o

  	
  Matching Contribution Offset. For each Employee
  Participant who has made elective contributions (as defined in 26 CFR section
  1.401(k)-6 (“QP Deferrals”)) of the maximum permitted under Code section
  402(g), or the maximum permitted under the terms of the                               Plan
  (the “QP”), to the QP, the Employer shall make a Matching Contribution in an
  amount equal to (A) minus (B) below:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (A)

  	
  The matching contributions (as defined in 26 CFR section
  1.401(m)-1(a)(2) (“QP Match”)) that the Employee Participant would have
  received under the QP on the sum of the Deferral Contributions and the
  Participant’s QP Deferrals, determined as though—

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ·

  	
   

  	
  no limits otherwise imposed by the tax law applied to
  such QP match; and

  
	
   

  	
   

  	
   

  	
   

  	
  ·

  	
   

  	
  the Employee Participant’s Deferral Contributions had
  been made to the QP.

  



 


4

















 


	
   

  	
   

  	
   

  	
  (B)

  	
  The QP Match actually made to such Employee Participant under
  the QP for the applicable calendar year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Provided, however, that the Matching Contributions made
  on behalf of any Employee Participant pursuant to this Section 1.05(b)(2) shall
  be limited as provided in Section 4.02 hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (3)

  	
  o

  	
  Matching Contribution Limits (Check the appropriate box (es)):

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (A)

  	
  o

  	
  Deferral Contributions in excess of      %
  of the Employee Participant’s Compensation for the calendar year shall not be
  considered for Matching Contributions.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (B)

  	
  o

  	
  Matching Contributions for each Employee Participant for
  each calendar year shall be limited to $          .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Employer Contributions

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Fixed Employer Contributions. The Employer shall make an
  Employer Contribution on behalf of each Employee Participant in an amount
  determined as described below:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  x

  	
  Discretionary Employer Contributions. The Employer may
  make Employer Contributions to the accounts of Employee Participants in any
  amount (which amount may be zero), as determined by the Employer in its sole
  discretion from time to time in a writing, which is hereby incorporated
  herein.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.06

  	
  CONTRIBUTIONS ON BEHALF OF DIRECTORS

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  o  Director
  Deferral Contributions

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  The Employer shall make a Deferral Contribution in
  accordance with, and subject to, Section 4.01 on behalf of each Director
  Participant who has an executed deferral agreement in effect with the Employer
  for the applicable calendar year (or portion of the applicable calendar
  year), which deferral agreement shall be subject to any minimum and/or
  maximum deferral amounts provided in the table below.

  
								



 


	
  Deferral Contributions

  	
   

  	
  Dollar Amount

  	
   

  	
  % Amount

  	
   

  
	
  Type of Compensation

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


5

















 


(Note: With respect to each type of Compensation, list the
minimum and maximum dollar amounts or percentages as whole dollar amounts or
whole number percentages.)


 


	
   

  	
  (b)

  	
  Matching and Employer Contributions:

  



 


	
   

  	
   

  	
  (1)

  	
  o

  	
  Matching Contributions. The Employer shall make a
  Matching Contribution on behalf of each Director Participant in an amount
  determined as described below:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Employer Contributions. The Employer shall make an
  Employer Contribution on behalf of each Director Participant in an amount
  determined as described below:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (3)

  	
  o

  	
  Discretionary Employer Contributions. The Employer may
  make Employer Contributions to the accounts of Director Participants in any amount (which amount
  may be zero), as determined by the Employer in its sole discretion from time
  to time, in a writing, which is hereby incorporated herein.

  



 


	
  1.07

  	
  DISTRIBUTIONS

  
	
   

  	
   

  
	
   

  	
  The form and timing of distributions from the
  Participant’s vested Account shall be made consistent with the elections in
  this Section 1.07.

  
	
   

  	
   

  
	
   

  	
  (a) (1)   Distribution options to be
  provided to Participants

  



 


6

















 


	
   

  	
   

  	
  (A) Specified

  Date

  	
   

  	
  (B) Specified

  Age

  	
   

  	
  (C) Separation

  From Service

  	
   

  	
  (D) Earlier of

  Separation or

  Age

  	
   

  	
  (E) Earlier of

  Separation or

  Specified Date

  	
   

  	
  (F) Disability

  	
   

  	
  (G)

  Change

  in

  Control

  	
   

  	
  (H) Death

  	
   

  
	
  Deferral
  Contribution

  	
   

  	
  x Lump Sum

  	
   

  	
  o Lump Sum

  	
   

  	
  x Lump Sum

  	
   

  	
  o Lump Sum

  	
   

  	
  o Lump Sum

  	
   

  	
  o Lump Sum

  	
   

  	
  o Lump Sum

  	
   

  	
  o Lump Sum

  	
   

  
	
   

  	
   

  	
  x Installments

  	
   

  	
  o Installments

  	
   

  	
  x Installments

  	
   

  	
  o Installments

  	
   

  	
  o Installments

  	
   

  	
  o Installments

  	
   

  	
   

  	
   

  	
  o Installments

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Matching
  Contributions

  	
   

  	
  o Lump Sum

  	
   

  	
  o Lump Sum

  	
   

  	
  o Lump Sum

  	
   

  	
  o Lump Sum

  	
   

  	
  o Lump Sum

  	
   

  	
  o Lump Sum

  	
   

  	
  o Lump Sum

  	
   

  	
  o Lump Sum

  	
   

  
	
   

  	
   

  	
  o Installments

  	
   

  	
  o Installments

  	
   

  	
  o Installments

  	
   

  	
  o Installments

  	
   

  	
  o Installments

  	
   

  	
  o Installments

  	
   

  	
   

  	
   

  	
  o Installments

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Employer
  Contributions

  	
   

  	
  x Lump Sum

  	
   

  	
  o Lump Sum

  	
   

  	
  x Lump Sum

  	
   

  	
  o Lump Sum

  	
   

  	
  o Lump Sum

  	
   

  	
  o Lump Sum

  	
   

  	
  o Lump Sum

  	
   

  	
  o Lump Sum

  	
   

  
	
   

  	
   

  	
  x Installments

  	
   

  	
  o Installments

  	
   

  	
  x Installments

  	
   

  	
  o Installments

  	
   

  	
  o Installments

  	
   

  	
  o Installments

  	
   

  	
   

  	
   

  	
  o Installments

  	
   

  



 


(Note: If the Employer elects (F), (G), or (H) above,
the Employer must also elect (A), (B), (C), (D), or (E) above, and the
Participant must also elect (A), (B), (C), (D), or (E) above. In the event
the Employer elects only a single payment trigger and/or payment method above,
then such single payment trigger and/or payment method shall automatically
apply to the Participant. If the employer elects to provide for payment upon a
specified date or age, and the employer applies a vesting schedule to amounts
that may be subject to such payment trigger(s), the employer must apply a
minimum deferral period, the number of years of which must be greater than the
number of years required for 100% vesting in any such amounts. If the employer
elects to provide for payment upon disability and/or death, and the employer
applies a vesting schedule to amounts that may be subject to such payment
trigger, the employer must also elect to apply 100% vesting in any such amounts
upon disability and/or death.)


 


	
  (2)

  	
  x

  	
  A Participant incurs a Disability when the Participant (Check at least one if
  Section 1.07(a)(1)(F) or if Section 1.08(e)(3) is
  elected):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (A)

  	
  o

  	
  is unable to engage in any substantial gainful activity
  by reason of any medically determinable physical or mental impairment that
  can be expected to result in death or can be expected to last for a
  continuous period of not less than 12 months.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (B)

  	
  x

  	
  is, by reason of any medically determinable physical or
  mental impairment that can be expected to result in death or can be expected
  to last for a continuous period of not less than 12 months, receiving income
  replacement benefits for a period of not less than 3 months under an accident
  and health plan covering employees of the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (C)

  	
  o

  	
  is determined to be totally disabled by the Social
  Security Administration or the Railroad Retirement Board.

  



 


7
















 


	
  (D)

  	
  o

  	
  is determined to be
  disabled pursuant to the following disability insurance program:              
  the definition of disability under which complies with the requirements in
  regulations under Code section 409A.

  
	
   

  	
   

  
	
   

  	
  (Note: If more than one
  box above is checked, then the Participant will have a Disability if he
  satisfies at least one of the descriptions corresponding to one of such
  checked boxes.)

  
				



 


	
  (3)

  	
   

  	
  x

  	
  Regardless of any payment
  trigger and, as applicable, payment method, to which the Participant would
  otherwise be subject pursuant to (1) above, the first to occur of the
  following Plan-level payment triggers will cause payment to the Participant
  commencing pursuant to Section 1.07(c)(1) below in a lump sum, provided
  such Plan-level payment trigger occurs prior to the payment trigger to which
  the Participant would otherwise be subject.

  



 


Payment Trigger


 


	
  (A)

  	
  o

  	
   

  	
  Separation
  from Service prior to:

  
	
   

  	
   

  	
   

  	
   

  
	
  (B)

  	
  o

  	
   

  	
  Separation
  from Service

  
	
  (C)

  	
  x

  	
   

  	
  Death

  
	
  (D)

  	
  o

  	
   

  	
  Change
  in Control

  



 


	
  (b)

  	
   

  	
  Distribution
  Election Change

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A

  	
   

  	
  Participant

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)
  o

  	
   

  	
  shall

  
	
   

  	
   

  	
   

  	
  (2)
  x

  	
   

  	
  shall
  not

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  be
  permitted to modify a scheduled distribution election in accordance with
  Section 8.01(b) hereof.

  
	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Commencement
  of Distributions

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
   

  	
  Each
  lump sum distribution and the first distribution in a series of installment
  payments (if applicable) shall commence as elected in (A), (B) or
  (C) below:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (A)

  	
  x

  	
  Monthly on the 15th day of the month which day next follows the
  applicable triggering event described in 1.07(a).

  
	
   

  	
   

  	
   

  	
   

  	
  (B)

  	
  o

  	
  Quarterly on the       day
  of the following months               ,               ,               ,
  or               
  (list one month in each calendar quarter) which day next follows the
  applicable triggering event described in 1.07(a).

  
	
   

  	
   

  	
   

  	
   

  	
  (C)

  	
  o

  	
  Annually on the
             day of
              (month)
  which day next

  
											



 


8

















 


	
   

  	
  follows
  the applicable triggering event described in 1.07(a).

  



 


	
   

  	
   

  	
  (Note:  Notwithstanding the above: a six-month
  delay shall be imposed with respect to certain distributions to Specified
  Employees; a Participant who chooses payment on a Specified Date will choose
  a month, year or quarter (as applicable) only, and payment will be made on
  the applicable date elected in (A), (B) or (C) above that falls
  within such month, year or quarter elected by the Participant.)

  
	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  The
  commencement of distributions pursuant to the events elected in
  Section 1.07(a)(1) and Section 1.07(a)(3) shall be
  modified by application of the following:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (A)

  	
  o

  	
   

  	
  Separation
  from Service Event Delay — Separation from Service will be treated as not
  having occurred for         months
  after the date of such event.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (B)

  	
  o

  	
   

  	
  Plan
  Level Delay — all distribution events (other than those based on Specified
  Date or Specified Age) will be treated as not having occurred for
             days (insert
  number of days but not more than 30).

  



 


9

















 


	
  (d)

  	
   

  	
  Installment
  Frequency and Duration

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If
  installments are available under the Plan pursuant to Section 1.07(a), a
  Participant shall be permitted to elect that the installments will be paid (Complete 1 and 2 below):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
   

  	
  at
  the following intervals:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (A) 

  	
  o

  	
  Monthly
  commencing on the day elected in Section 1.07(c)(1).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (B) 

  	
  o

  	
  Quarterly
  commencing on the day elected in Section 1.07(c)(1) (with payments
  made at three-month intervals thereafter).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (C)

  	
  x

  	
  Annually
  commencing on the day elected in Section 1.07(c)(1).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
   

  	
  over
  the following term(s) (Complete
  either (A) or (B)):

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (A) 

  	
  x

  	
  Any
  term of whole years between 2 (minimum of 1) and 15 (maximum of 30).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (B)

  	
  o

  	
  Any
  of the whole year terms selected below.

  



 


	
   

  	
  o

  	
  1

  	
   

  	
  o

  	
  2

  	
   

  	
  o

  	
  3

  	
   

  	
  o

  	
  4

  	
   

  	
  o

  	
  5

  	
   

  	
  o

  	
  6

  	
   

  	
   

  
	
   

  	
  o

  	
  7

  	
   

  	
  o

  	
  8

  	
   

  	
  o

  	
  9

  	
   

  	
  o

  	
  10

  	
   

  	
  o

  	
  11

  	
   

  	
  o

  	
  12

  	
   

  	
   

  
	
   

  	
  o

  	
  13

  	
   

  	
  o

  	
  14

  	
   

  	
  o

  	
  15

  	
   

  	
  o

  	
  16

  	
   

  	
  o

  	
  17

  	
   

  	
  o

  	
  18

  	
   

  	
   

  
	
   

  	
  o

  	
  19

  	
   

  	
  o

  	
  20

  	
   

  	
  o

  	
  21

  	
   

  	
  o

  	
  22

  	
   

  	
  o

  	
  23

  	
   

  	
  o

  	
  24

  	
   

  	
   

  
	
   

  	
  o

  	
  25

  	
   

  	
  o

  	
  26

  	
   

  	
  o

  	
  27

  	
   

  	
  o

  	
  28

  	
   

  	
  o

  	
  29

  	
   

  	
  o

  	
  30

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Note: Only elect a term of one year if
  Section 1.07(d)(1)(A) and/or Section 1.07(d)(1)(B) is
  elected above.)

  



 


	
  (e)

  	
   

  	
  Conversion
  to Lump Sum

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
   

  	
  Notwithstanding
  anything herein to the contrary , if the Participant’s vested Account at the
  time such Account becomes payable to him hereunder does not exceed $     distribution of the Participant’s vested Account
  shall automatically be made in the form of a single lump sum at the time
  prescribed in Section 1.07(c)(1).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (f)

  	
   

  	
  Distribution
  Rules Applicable to Pre-effective Date Accruals

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x

  	
   

  	
  Benefits
  accrued under the Plan (subject to Code section 409A) prior to the date in
  Section 1.01(b)(1) above are subject to distribution rules not described
  in Section 1.07(a) through (e), and such rules are described
  in Attachment A Re: PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION RULES.

  



 


10

















 


	
  1.08

  	
   

  	
  VESTING
  SCHEDULE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  (1)

  	
   

  	
  The
  Participant’s vested percentage in Matching Contributions elected in
  Section 1.05(b) shall be based upon the following schedule and unless
  Section 1.08(a)(2) is checked below will be based on the elapsed
  time method as described in Section 7.03(b).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
   

  	
  o 
  Vesting shall be based on the class year method as described in
  Section 7.03(c).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  (1)

  	
   

  	
  The
  Participant’s vested percentage in Employer Contributions elected in
  Section 1.05(c) shall be based upon the following schedule and unless
  Section 1.08(b)(2) is checked below will be based on the elapsed
  time method as described in Section 7.03(b).

  



 




	
  Years of Service

  	
   

  	
  Vesting %

  
	
  1

  	
   

  	
  0

  
	
  2

  	
   

  	
  0

  
	
  3

  	
   

  	
  0

  
	
  4

  	
   

  	
  0

  
	
  5

  	
   

  	
  100

  






 


	
   

  	
   

  	
   

  	
  (2)

  	
   

  	
  o  Vesting
  shall be based on the class year method as described in Section 7.03(c).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
  o

  	
  Years
  of Service shall exclude (Check one.):

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (1)

  	
  o

  	
  for
  new plans, service prior to the Effective Date as defined in
  Section 1.01(b)(2)(A).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (2)

  	
  o

  	
  for
  existing plans converting from another plan document, service prior to the
  original Effective Date as defined in Section 1.01(b)(2)(B).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (Note:
  Do not elect to apply this Section 1.08(c) if vesting is based only
  on the class year method.)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)

  	
  x

  	
  Notwithstanding
  anything to the contrary herein, a Participant will forfeit his Matching
  Contributions and Employer Contributions (regardless of whether vested) upon
  the occurrence of the following event(s):

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (1) The Participant
  engages in activities deemed competitive and materially detrimental to the
  Employer or (2) The Participant performs acts of willful malfeasance or gross
  negligence in a matter of material importance to the Employer.  Amphenol Corporation shall have the sole
  discretion with respect to the application of this provision and its decision
  shall be conclusive and binding on all persons.

  
									



 


	
   

  	
   

  	
   

  	
  (Note:
  Contributions with respect to Directors, which are 100% vested at all times,
  are subject to the rule in this subsection (d).)

  



 


11
















 


	
  (e)

  	
   

  	
  A Participant will be 100% vested in his Matching Contributions and
  Employer Contributions upon (Check the
  appropriate box(es)):

  



 


	
  (1)

  	
  x

  	
  Retirement eligibility is the date the Participant attains age 65 and
  completes 0 Years of Service, as defined in Section 7.03(b).

  
	
   

  	
   

  	
   

  
	
  (2)

  	
  x

  	
  Death.

  
	
   

  	
   

  	
   

  
	
  (3)

  	
  x

  	
  The date on which the Participant becomes disabled, as determined
  under Section 1.07(a)(2).

  
	
   

  	
   

  	
   

  
	
  (Note: Participants will automatically vest upon Change in Control if
  Section 1.07(a)(1)(G) is elected.)

  



 


	
  (f)

  	
   

  	
  o

  	
  Years of Service in Section 1.08 (a)(1) and
  Section 1.08 (b)(1) shall include service with the following
  employers:

  



 


1.09  INVESTMENT DECISIONS


 


	
   

  	
   

  	
  A Participant’s Account shall be treated as invested in the
  Permissible Investments as directed by the Participant unless otherwise
  provided below:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


1.10  ADDITIONAL PROVISIONS


 


The
Employer may elect Option below and complete the Superseding Provisions
Addendum to describe overriding provisions that are not otherwise reflected in
this Adoption Agreement.


 


	
   

  	
   

  	
  x

  	
  The Employer has completed the Superseding Provisions Addendum to
  reflect the provisions of the Plan that supersede provisions of this Adoption
  Agreement and/or the Basic Plan Document.

  



 


12
















 


ATTACHMENT A


 


Re: PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION RULES


 


	
  Plan
  Name:

  	
   

  	
  Amphenol
  Corporation Supplemental Defined Contribution Plan (the “Plan”)

  



 


For
contributions and related earnings for tax years beginning prior to 1/1/2009
the following shall apply:


 


If
a Participant elects a date of distribution, such date shall apply to all
contributions to the Plan during the period (and earnings attributable to those
contributions), including employer contributions. If the Participant dies
before the elected payment date, the Participant shall be considered to have
terminated employment and the Participant’s benefit will be paid to the
Participant’s Beneficiary commencing pursuant to Section 1.07(c)(1). In
the absence of such date election, all contributions to the Plan during the
period (and earnings attributable to those contributions), shall be distributed
upon termination of employment. All distributions from the Plan shall be paid
in a lump sum commencing pursuant to Section 1.07(c)(1).


 


13

















 


ATTACHMENT B


 


Re: SUPERSEDING PROVISIONS

for


 


	
  Plan
  Name:

  	
   

  	
  Amphenol
  Corporation Supplemental Defined Contribution Plan (the “Plan”)

  



 


	
  (a)

  	
  Superseding
  Provision(s) – The following provisions supersede other provisions of this
  Adoption Agreement and/or the Basic Plan Document as described below:

  



 


	
   

  	
  1.

  	
  Section 1.05(a)(1)
  of the Adoption Agreement is hereby amended to read as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The
  Employer shall make a Deferral Contribution in accordance with, and subject
  to, Section 4.01 on behalf of each Participant who has an executed
  salary reduction agreement in effect with the Employer for the calendar year
  (or portion of the calendar year) in question, not to exceed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  for
  a Participant with estimated compensation for the prior year* of less than
  the Code Section 401(a)(17) limit for such prior year,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  the
  Code Section 402(g) limit for the Plan Year less

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  the
  product of the:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (A)

  	
  Employer’s
  qualified 401(k) plan-level cap on deferrals by Highly Compensated
  Employees as in effect as of the commencement of the deferral period, and

  
	
   

  	
   

  	
   

  	
   

  	
  (B)

  	
  Compensation
  Factor for each Participant determined in accordance with the following
  chart.

  



 


	
  Estimated
  Compensation

  	
   

  	
   

  	
   

  
	
  (Prior Year)*

  	
   

  	
  Compensation Factor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Less than $125,000

  	
   

  	
  $

  	
  100,000

  	
   

  
	
  $125,000.01 - $150,000

  	
   

  	
  $

  	
  125,000

  	
   

  
	
  $150,000.01 – $175,000

  	
   

  	
  $

  	
  150,000

  	
   

  
	
  $175,000.01 - $200,000

  	
   

  	
  $

  	
  175,000

  	
   

  
	
  $200,000.01 – $225,000

  	
   

  	
  $

  	
  200,000

  	
   

  
	
  $225,000.01 – $250,000

  	
   

  	
  $

  	
  225,000

  	
   

  
	
  $250,000.01 – $275,000

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  $275,000.01 and over

  	
   

  	
  $

  	
  275,000

  	
   

  



 


	
   

  	
   

  	
  (b)

  	
  for
  a Participant with estimated compensation for the prior year* in excess of
  the Code Section 401(a)(17) limit for such prior year, the maximum
  deferral amount shall be 5% of the Participant’s estimated compensation for
  the Plan Year in excess of the Code Section 401(a)(17) limit for the
  Plan Year to a maximum of 6.66 multiplied by such limit. Estimated
  compensation for the Plan Year shall be determined by Amphenol Corporation,
  in its sole discretion, prior to the commencement of each deferral election
  period.

  



 


14

















 






*                                         As determined by Amphenol Corporation, in its
sole discretion, prior to the commencement of each deferral election period.
(For new Employees, an estimate of projected current year Compensation shall be
substituted.)


 


2.                                       Section 1.07(a)(2)(B) of the
Adoption Agreement is hereby amended by substituting “6” for “3” in the final
clause thereof.


 


3.                                       Section 8.01(d) of the Basic Plan Document
is hereby amended to clarify that, in the absence of a date of distribution
election by a Participant, contributions to the Plan during the period (and
earnings attributable to those contributions) shall be distributed upon
Separation from Service.


 


4.                                       Section 8.03 of the Basic Plan Document
is amended to clarify to the extent permitted by applicable law that the
deferral election, if any, of a Participant who receives an unforeseeable
emergency distribution shall be cancelled pursuant to 26 CFR section
1.409A-3(j)(viii).


 


15