Exhibit 10.19
THE THIRD 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 CLASS 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.
(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 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