THE AMENDED 1997 OPTION PLAN
FOR KEY EMPLOYEES OF
AMPHENOL AND SUBSIDIARIES
1. Purpose of Plan
The 1997 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.
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 Series 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
(h) "Management Stockholders' Agreement" means an agreement between the Corporation and a Participant that