Amended And Restated

2006-1 Customized Amendment to the 2003 Amended and Restated Amphenol Corporation Employee Savings/401(k) Plan*

 

EXHIBIT 10.68

2006-1 CUSTOMIZED AMENDMENT

TO THE 2003 AMENDED AND RESTATED

AMPHENOL CORPORATION EMPLOYEE SAVINGS/401(K) PLAN*

WHEREAS, Amphenol Corporation (“Amphenol”) has adopted the restated Amphenol Corporation Employee Savings/401(k) Plan (the “Plan”) through adoption of the Fidelity Investments CORPORATEplan for Retirementsm Profit Sharing/401(k) Plan Basic Plan Document No. 02 (the “Prototype”) and the Non-Standardized Adoption Agreement No. 001 (the “Adoption Agreement”), to comply with the applicable requirements of the Retirement Protection Act of 1994 (“GATT”), Uniformed Services Employment and Reemployment Rights Act of 1994, Small Business Job Protection Act of 1996, Taxpayer Relief Act of 1997, Internal Revenue Service Restructuring and Reform Act of 1998 and the Community Renewal Tax Relief Act of 2000, effective as of May 8, 2003, except to the extent the applicable laws named above provide for an earlier effective date;

WHEREAS, Section 16.02 of the Plan allows Amphenol to amend the Plan;

WHEREAS, Amphenol has amended its defined benefit pension plan (the “Pension Plan”) to cease accruals for certain salaried participants in the Pension Plan and to prohibit future salaried employees of employers that are participating employers under the Pension Plan from participating in the Pension Plan (collectively, the “Affected Employees”) effective January 1, 2007.

WHEREAS, in lieu of continuing accruals under the Pension Plan, Amphenol wishes to make certain employer contributions to the Plan on behalf of the Affected Employees commencing January 1, 2007.

WHEREAS, Amphenol, with the approval of Fidelity Management Trust Company (“Fidelity”), wishes to amend the Plan to provide for such employer contributions for Affected Employees, as set forth in this amendment, with the understanding that such an amendment has the effect of taking the Plan outside of the Prototype;

WHEREAS, Fidelity has agreed that this Amendment will not affect the continuing operation of the Plan by Fidelity;

NOW THEREFORE BE IT RESOLVED, that the following amendment is adopted, effective as of January 1, 2007:




 

1.                                       Section 1.10 of the Adoption Agreement is hereby amended to provide for a Non-Discretionary Matching Employer Contribution for Affected Participants in the Plan.  The Non-Discretionary Matching Employer Contribution shall be 100% of the Affected Participant’s Compensation contributed to the Plan, up to a maximum of 3% of the Affected Participant’s Compensation.  The Contribution Period for purposes of calculating the amount of such matching contributions is the payroll period, provided that such Contribution Period shall not be more frequent than semi-monthly.  There are no continuing eligibility requirements, as described in Section 1.10(d) of the Adoption Agreement, for the Affected Participants to be entitled to receive such matching contributions.

2.                                       Section 1.11 of the Adoption Agreement is hereby amended to provide for a Nonelective Employer Contribution for Affected Participants in the Plan.  The Nonelective Employer Contribution shall be 2% of the Affected Participant’s Compensation.  The Contribution Period for purposes of calculating the amount of such contributions is the payroll period, provided that such Contribution Period shall not be more frequent than semi-monthly.  There are no continuing eligibility requirements, as described in Section 1.11(c) of the Adoption Agreement, for the Affected Participants to be entitled to receive such nonelective contributions.

3.                                       Section 1.15(b) of the Adoption Agreement is hereby amended to provide that Nonelective Employer Contributions on behalf of Affected Participants shall be 100% immediately vested and Non-Discretionary Matching Employer Contributions on behalf of Affected Participants shall vest in accordance with the following schedule:

Years of Vesting Service

 

Vested Percentage

 

0

 

0%

 

1

 

25%

 

2

 

50%

 

3

 

75%

 

4

 

100%

 

 

Any forfeitures shall be applied to reduce Employer Contributions.

4.                                       Definitions:

(a)          Affected Participant:  A salaried employee who:

i.                  is an employee at a division or location that participated in the Pension Plan for Employees of Amphenol Corporation (the “Pension Plan”), as of December 31, 2006, and

ii.               is not a Grandfathered Participant Under the Pension Plan.

(b)         Grandfathered Participant Under the Pension Plan.  A participant in a salaried portion of the Pension Plan who, as of December 31, 2006, is




 

                        actively employed (including on short term disability or an authorized leave of absence, and excluding on long term disability) at a participating division or location of Amphenol Corporation or a participating employer under the Pension Plan, and is either:

i.                  age 50 or older, with 15 or more Years of Vesting Service under the Pension Plan; or

ii.               has 25 or more Years of Vesting Service under the Pension Plan.

(c)          Participating Divisions or Locations of Amphenol Corporation and Participating Employers under the Pension Plan, for purposes of this Section, are:

i.                                          Participating Divisions or Locations of Amphenol Corporation under the Pension Plan:

A.                       Spectra Strip — Hamden, CT

B.                         Amphenol RF — Danbury, CT

C.                         Amphenol Fiber Optic Product — Lisle, IL

D.                        Amphenol Tuchel Electronics — Canton, MI

E.                          Amphenol Aerospace Operations — Sidney, NY

F.                          Amphenol Corporation Headquarters — Wallingford, CT

(Without limitation, Amphenol AssembleTech (Houston), Amphenol Phoenix Interconnect, Amphenol TCS and Amphenol Backplane Systems are not participating divisions or locations.)




 

ii.                                       Participating Employers and their Participating Divisions or Locations under the Pension Plan:

A.                       Amphenol Interconnect Products Company — Endicott, NY (Amphenol AssembleTech (Florida) and Amphenol Precision Cable Manufacturing are not participating divisions or locations)

B.                         Times Fiber Communications, Inc.

C.                         Amphenol Cable On Demand Corp.

(Without limitation, Sine Systems Corporation, Amphenol T&M Antennas, Inc., Advanced Circuit Technology, Inc., Amphenol Connex Corporation, Amphenol PCD, Inc., Amphenol Antel, Inc., Amphenol Optimize Manufacturing Company, Amphenol InterCon Systems, Inc., Fiber Systems International, Inc., SV Microwave Technologies, Inc. and Amphenol Alden Products Company are not participating employers.)

* This amendment shall also apply to the Plan as amended and restated, effective January 1, 2007.

Amphenol Corporation

 

 

 

 

 

By:

/s/ Diana G. Reardon

 

Name:

Diana G. Reardon

 

Title:

Senior Vice President and Chief Financial Officer