FORM OF] MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • March 15th, 2005 • Amphenol Corp /De/ • Electronic connectors • New York
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of [DATE] between Amphenol Corporation, a Delaware Corporation (the “Company”), and [NAME] (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”).
FORM OF] SALE PARTICIPATION AGREEMENTSale Participation Agreement • March 15th, 2005 • Amphenol Corp /De/ • Electronic connectors • New York
You have entered into a Management Stockholder’s Agreement, dated as of [DATE] between Amphenol Corporation, a Delaware corporation (“the Company”), and you (the “Stockholder’s Agreement”) relating to your ownership and/or purchase of shares of the Class A Common Stock, par value $.001 per share (the “Common Stock”) of the Company. The undersigned, KKR Partners II, L.P., a Delaware limited partnership (“KKR Partners”), NXS Associates, L.P., a Delaware limited partnership (“Associates”), KKR 1996 Fund L.P., a Delaware limited partnership (“KKR 1996”), and NXS I, L.L.C., a Delaware limited liability company (“NXS LLC”), also have acquired shares of Common Stock of the Company and hereby agree with you as follows, effective upon the Effective Time of the Merger (as defined in the Stockholder’s Agreement) or, in the event that you entered into such Stockholder’s Agreement subsequent to the Effective Time of the Merger, upon the purchase of Common Stock by you:
AMENDED 1997 OPTION PLAN [FORM OF] NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 15th, 2005 • Amphenol Corp /De/ • Electronic connectors • Delaware
THIS AGREEMENT, dated as of [DATE] is made by and between AMPHENOL CORPORATION a Delaware corporation (hereinafter referred to as the “Company”), and [NAME], an employee of the Company or a Subsidiary (as defined below) or Affiliate (as defined below) of the Company (hereinafter referred to as “Optionee”).
FORM OF] 2000 MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • March 15th, 2005 • Amphenol Corp /De/ • Electronic connectors • Delaware
WHEREAS, this Management Stockholder’s Agreement (this “Agreement”) is entered into as of the Grant Date (the “Base Date”) between Amphenol Corporation, a Delaware Corporation (the “Company”), and the Optionee (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”).
FORM OF] 2000 NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 15th, 2005 • Amphenol Corp /De/ • Electronic connectors • Delaware
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”).
FORM OF] SALE PARTICIPATION AGREEMENTSale Participation Agreement • March 15th, 2005 • Amphenol Corp /De/ • Electronic connectors • Connecticut
You have entered into a Management Stockholder’s Agreement, dated as of the Grant Date, between Amphenol Corporation, a Delaware corporation (“the Company”), and you (the “Stockholder’s Agreement”). In connection with the Stockholder’s Agreement, KKR Partners II, L.P., a Delaware limited partnership (“KKR Partners”), NXS Associates, L.P., a Delaware limited partnership (“Associates”), KKR 1996 Fund L.P., a Delaware limited partnership (“KKR 1996”), and NXS I, L.L.C., a Delaware limited liability company (“NXS LLC”) hereby agree with you as follows:
