Amphenol Corp /De/ Sample Contracts

Amphenol Corp /De/ – Adoption Agreement No. 001 For use With Fidelity Basic Plan Document No. 17 (February 13th, 2019)

Fidelity Management & Research Company and its affiliates do not provide tax or legal advice. Nothing herein or in any attachments hereto should be construed, or relied upon, as tax or legal advice.

Amphenol Corp /De/ – AMPHENOL MANAGEMENT INCENTIVE PLAN (February 13th, 2019)
Amphenol Corp /De/ – FIRST AMENDMENT (2018-1) TO THE AMPHENOL CORPORATION SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009 (February 13th, 2019)

Pursuant to Section 5.1 of the Amphenol Corporation Supplemental Employee Retirement Plan as amended and restated effective January 1, 2009 (the "Plan"), the Plan is hereby amended as follows, effective December 31, 2018, to include a new class of eligible Participants consisting of certain employees whose accrued benefit under the Pension Plan for Employees of Amphenol Corporation is frozen pursuant to Sections 4.1(b)(i) and 4.1(c) of such plan as a result of becoming a Highly Compensated Employee, as defined therein, in order to provide them with a nonqualified benefit equal to the benefit lost in the Pension Plan for Employees of Amphenol Corporation as a result of such freeze.  In order to accomplish this result, the following amendments are made to the Plan:

Amphenol Corp /De/ – FIFTH AMENDMENT (2018-1) TO THE PENSION PLAN FOR EMPLOYEES OF AMPHENOL CORPORATION AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2016 (February 13th, 2019)

Pursuant to Section 12.1 of the Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016 (the "Plan"), the Plan is hereby amended as follows, effective December 31, 2018, to i) cease all accrual of benefits as of December 31, 2018 for any Grandfathered Participant who is as of such date a Highly Compensated Employee, or for any other Grandfathered Participant upon such date thereafter when such Grandfathered Participant becomes a Highly Compensated Employee. In order to accomplish this result, the following amendments are made to the Plan:

Amphenol Corp /De/ – Adoption Agreement IMPORTANT NOTE (February 13th, 2019)

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 th

Amphenol Corp /De/ – Amphenol News Release (January 23rd, 2019)
Amphenol Corp /De/ – AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 15, 2019 among AMPHENOL CORPORATION, as Parent Borrower and a Guarantor AMPHENOL EAST ASIA LIMITED, as Hong Kong Borrower and AMPHENOL TECHNOLOGIES HOLDING GMBH, as German Borrower and AMPHENOL BENELUX B.V., as Dutch Borrower and AMPHENOL LIMITED, as UK Borrower and (January 18th, 2019)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 15, 2019 (as may be further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among AMPHENOL CORPORATION, a Delaware corporation (the “Company”), AMPHENOL EAST ASIA LIMITED, a private limited company incorporated in Hong Kong (the “Hong Kong Borrower”), AMPHENOL TECHNOLOGIES HOLDING GMBH, a corporation registered in the commercial register of the local court of Stuttgart under HRB 104157 (the “German Borrower”), AMPHENOL BENELUX B.V., a company incorporated in the Netherlands (the “Dutch Borrower”), AMPHENOL LIMITED, a company incorporated in England (the “UK Borrower”, together with the Hong Kong Borrower, the German Borrower and the Dutch Borrower, the “Initial Subsidiary Borrowers”), certain additional Subsidiaries of the Company party hereto pursuant to Section 2.14 (together with the Initial Subsidiary Borrowers, the “Designated Borrowers”, and each a “Designated Borrower”, and toge

Amphenol Corp /De/ – [Form of Note] (January 10th, 2019)

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY.  THIS NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.

Amphenol Corp /De/ – AMPHENOL CORPORATION OFFICERS’ CERTIFICATE Pursuant to Section 2.2 of the Indenture (January 10th, 2019)

Reference is made to the Indenture (the “Indenture”), dated as of November 5, 2009, between Amphenol Corporation, a Delaware corporation (the “Company”), and The Bank of New York Mellon, as trustee (the “Trustee”).  Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Indenture.

Amphenol Corp /De/ – Amphenol News Release (January 8th, 2019)
Amphenol Corp /De/ – AMPHENOL CORPORATION $500,000,000 4.350% Senior Notes due 2029 UNDERWRITING AGREEMENT January 7, 2019 (January 8th, 2019)
Amphenol Corp /De/ – Amphenol News Release (December 6th, 2018)
Amphenol Corp /De/ – Amphenol News Release (November 27th, 2018)
Amphenol Corp /De/ – Amphenol News Release (October 24th, 2018)
Amphenol Corp /De/ – INDENTURE, dated as of October 8, 2018, among AMPHENOL TECHNOLOGIES HOLDING GMBH, AMPHENOL CORPORATION and THE BANK OF NEW YORK MELLON, as Trustee (October 9th, 2018)

Indenture, dated as of October 8, 2018, among Amphenol Technologies Holding GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) registered in Stuttgart, Germany under company number HRB 104157 and having its registered office at August Häußer Strasse 10, 74080 Heilbronn, Germany (the “Company”), Amphenol Corporation, a corporation duly incorporated and existing under the laws of Delaware and having its principal executive office at 358 Hall Avenue, Wallingford, Connecticut 06492, United States of America (the “Guarantor”) and The Bank of New York Mellon, as trustee (the “Trustee”).

Amphenol Corp /De/ – Contract (October 9th, 2018)

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.  NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.  THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S, ONLY (A) TO AMPHENOL CORPO

Amphenol Corp /De/ – Amphenol News Release (October 2nd, 2018)
Amphenol Corp /De/ – Amphenol News Release (July 25th, 2018)
Amphenol Corp /De/ – DATED: 10 JULY 2018 Dealer Agreement between Amphenol Technologies Holding GmbH as Issuer Amphenol Corporation as Guarantor Barclays Bank PLC as Arranger and Barclays Bank PLC Commerzbank Aktiengesellschaft as Original Dealers relating to a U.S.$2,000,000,000 Euro-Commercial Paper Programme Simmons & Simmons LLP CityPoint One Ropemaker Street London EC2Y 9SS United Kingdom T +44 20 7628 2020 F +44 20 7628 2070 DX Box No 12 (July 11th, 2018)
Amphenol Corp /De/ – Amphenol News Release (April 25th, 2018)
Amphenol Corp /De/ – Amphenol News Release (April 2nd, 2018)
Amphenol Corp /De/ – AMPHENOL MANAGEMENT INCENTIVE PLAN (February 21st, 2018)
Amphenol Corp /De/ – Amphenol News Release (January 24th, 2018)
Amphenol Corp /De/ – Amphenol News Release (October 25th, 2017)
Amphenol Corp /De/ – FOURTH AMENDMENT (2017-1) TO THE PENSION PLAN FOR EMPLOYEES OF AMPHENOL CORPORATION AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2016 (August 3rd, 2017)

Pursuant to Section 12.1 of the Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016 (the "Plan"), the Plan is hereby amended as follows, effective July 1, 2017, to i) cease all accrual of benefits as of June 30, 2017 for Participants whose benefits are governed by Exhibit B and who are not covered by a collective bargaining agreement, and ii) freeze eligibility as of July 1, 2017 under Exhibit B for all otherwise eligible Employees.  In order to accomplish this result, the following amendments are made to the Plan:

Amphenol Corp /De/ – Amphenol News Release (July 26th, 2017)
Amphenol Corp /De/ – Amphenol News Release (July 25th, 2017)

Wallingford, Connecticut. July 25, 2017.  Amphenol Corporation (NYSE:APH) today announced that John D. Craig, former Chairman and Chief Executive Officer of EnerSys (NYSE: ENS), has been appointed to Amphenol’s board of directors.

Amphenol Corp /De/ – 2017 STOCK PURCHASE AND OPTION PLAN FOR KEY EMPLOYEES OF AMPHENOL AND SUBSIDIARIES STOCK OPTION AGREEMENT ELECTRONIC ACCEPTANCE OF STOCK OPTION: (May 19th, 2017)

By clicking on the “ACCEPT” box on the “Employee Stock Option Plan” window, you agree to be bound by the terms and conditions of this Stock Option Agreement (the “Agreement”) and the 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (as amended from time to time, the “Plan”).  You acknowledge that you have reviewed the provisions of this Agreement and the Plan, have had the opportunity to obtain advice of counsel prior to accepting the grant of options pursuant to this Agreement and fully understand all provisions of the Plan and this Agreement.  You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Administrator (as defined in the Plan) upon any questions arising under this Agreement or the Plan.

Amphenol Corp /De/ – Amphenol News Release (April 26th, 2017)
Amphenol Corp /De/ – AMPHENOL CORPORATION OFFICERS’ CERTIFICATE Pursuant to Section 2.2 of the Indenture (April 5th, 2017)

Reference is made to the Indenture (the “Indenture”), dated as of November 5, 2009, between Amphenol Corporation, a Delaware corporation (the “Company”), and The Bank of New York Mellon, as trustee (the “Trustee”).  Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Indenture.

Amphenol Corp /De/ – AMPHENOL CORPORATION $400,000,000 2.200% Senior Notes due 2020 $350,000,000 3.200% Senior Notes due 2024 UNDERWRITING AGREEMENT March 29, 2017 (March 30th, 2017)

The Notes will be issued pursuant to an indenture, dated as of November 5, 2009 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).  Certain terms of the Notes will be established pursuant to an Officers’ Certificate delivered pursuant to the Base Indenture (together with the Base Indenture, the “Indenture”).  The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2(b) below) (the “DTC Agreement”), among the Company, the Trustee and the Depositary.

Amphenol Corp /De/ – Amphenol News Release (March 30th, 2017)
Amphenol Corp /De/ – Amphenol News Release (March 22nd, 2017)
Amphenol Corp /De/ – Pension Plan for Employees of Amphenol Corporation (February 17th, 2017)

The Board of Directors of AMPHENOL CORPORATION, a Delaware corporation, approved and adopted a defined benefit pension plan for certain Employees, effective as of December 31, 1997, which amended and restated the Salaried Employees Pension Plan of the Amphenol Corporation, as previously amended effective January 1, 1989 (hereinafter referred to as the “Predecessor Plan”); and which now serves as the single plan to pay benefits to Employees previously participating in certain other plans maintained by the Employer or its affiliates, which plans were merged and consolidated into the Plan effective as of December 31, 1997.

Amphenol Corp /De/ – AMPHENOL MANAGEMENT INCENTIVE PLAN (February 17th, 2017)