AMPHENOL CORP /DE/
EXHIBIT 10.35
<DOCUMENT>
<TYPE>EX-10.35
<SEQUENCE>10
<FILENAME>a2073881zex-10_35.txt
<DESCRIPTION>EXHIBIT 10.35
<TEXT>
<Page>
                                                                   EXHIBIT 10.35

                    2000 NON-QUALIFIED STOCK OPTION AGREEMENT

     THIS AGREEMENT, dated as of June 6, 2000, is made by and between AMPHENOL
CORPORATION a Delaware corporation (hereinafter referred to as the "Company"),
and Edward G. Jepsen, an employee of the Company or a Subsidiary (as defined
below) (hereinafter referred to as "Optionee").

     WHEREAS, the Company wishes to afford the Optionee the opportunity to
purchase 117,000 shares of its Class A Common Stock, par value $.001 per share
at an exercise price of $49.5625 per share (the "Common Stock");

     WHEREAS, the Company wishes to carry out the Plan (as hereinafter
defined), the terms of which are hereby incorporated by reference and made a
part of this Agreement; and

     WHEREAS, the Committee (as hereinafter defined), appointed to administer
the Plan, has determined that it would be the advantage and best interest of the
Company and its stockholder to grant the Non-Qualifed Options provided for
herein to the Optionee as an incentive for increased efforts during his or her
employment with the Company or its Subsidiaries, and has advised the Company
thereof and instructed the undersigned officer to issue said Options;

     NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I

DEFINITIONS

     Whenever the following terms are used in this Agreement, they shall have
the meaning specified in the Plan or below unless the context clearly indicates
to the contrary.

SECTION 1.1 - AFFILIATE

     "Affiliate" shall mean, with respect to the Company or KKR (as hereinafter
defined), any corporation or entity directly or indirectly controlling,
controlled by, or under common control with, the Company or KKR.

SECTION 1.2 - CAUSE

     "Cause" shall mean, (i) the Optionee's willful and continued failure to
perform his or her duties with respect to the Company or its Subsidiaries which
continues beyond 10 days after notice is provided to the Optionee by the Company
or (ii) misconduct by the Optionee (x) involving dishonesty or breach of trust
in connection with Optionee's employment, (y) which would be a reasonable basis
for an indictment of the Optionee of a felony or misdemeanor involving moral
turpitude or (z) which the Committee determines is likely to result in a
demonstrable injury to the Company.

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                                        2

SECTION 1.3 - CHANGE OF CONTROL

     "Change of Control" shall mean (i) a sale of all or substantially all of
the assets of the Company to a Person who is not an Affiliate of Kohlberg Kravis
Roberts & Co. L.P. ("KKR"), (ii) an acquisition of voting stock of the Company
resulting in more than 50% of the voting stock of the Company being held by a
Person or Group that does not include KKR or any of its Affiliates or (iii) the
consummation of a merger, reorganization, business combination or liquidation of
the Company, but only if such merger, reorganization, business combination or
liquidation results in the KKR 1996 Fund L.P., a Delaware limited partnership
(the "Partnership") or NXS Associates L.P., or any affiliates or affiliates
thereof, together no longer having power (A) to elect a majority of the Board of
Directors of the Company or such other corporation which succeeds to the
Company's rights and obligations pursuant to such merger, reorganization,
business combination or liquidation, or (B) if the resulting entity of such
merger, reorganization, business combination or liquidations is not a
corporation, to select the general partner(s) or other persons or entities
controlling the operations and business of the resulting entity. See 3.1(a) for
application of Change of Control.

SECTION 1.4 - CODE

     "Code" shall mean the Internal Revenue Code of 1986, as amended.

SECTION 1.5 - COMMITTEE

     "Committed" shall mean the Compensation Committee of the Board Directors of
the Company.

SECTION 1.6 - GOOD REASON

     "Good Reason" shall mean (i) a reduction in Optionee's base salary (other
than a broad based salary reduction program affection many members of
management), (ii) a substantial reduction in Optionee's duties and
responsibilities other than as approved by the Chief Executive Officer of the
Company as of the date of this Agreement, (iii) the elimination or reduction of
the Optionee's eligibility to participate in the Company's benefit programs that
is inconsistent with the eligibility of similarly situated employees of the
Company to participate therein, or (iv) a transfer of the Optionee's primary
workplace by more than fifty (50) miles from the workplace as of the date
hereof.

SECTION 1.7 - GRANT DATE

     "Grant Date" shall mean the date as of which the Options provided for in
this Agreement were granted.

SECTION 1.8 - GROUP

     "Group" means two or more Persons acting together as a partnership, limited
partnership, syndicate or other group for the purpose of acquiring, holding or
disposing of securities of the Company.

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                                        3

SECTION 1.9 - MANAGEMENT STOCKHOLDER'S AGREEMENT

     "Management Stockholder's Agreement" shall mean the 2000 Management
Stockholder's Agreement, between the Optionee and the Company.

SECTION 1.10 - OPTIONS

     "Options" shall mean the non-qualified options, to purchase Common Stock
granted under this Agreement.

SECTION 1.11 - PERMANENT DISABILITY

     The Optionee shall be deemed to have a "Permanent Disability" if the
Optionee is unable to engage in the activities required by the Optionee's job by
reason of any medically determined physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a
continuous period of not less than 12 months.

SECTION 1.12 - PERSON

     "Person" means an individual, partnership, corporation, business trust,
joint stock company, trust, unincorporated association, joint venture,
governmental authority or other entity of whatever nature.

SECTION 1.13 - PLAN

     "Plan" shall mean the 2000 Stock Purchase and Option Plan for Key Employees
of Amphenol and Subsidiaries.

SECTION 1.14 - PRONOUNS

     The masculine pronoun shall include the feminine and neuter, and the
singular the plural, where the context so indicates.


SECTION 1.15 - RETIREMENT

     "Retirement" shall mean retirement at age 65 or over (or such other age as
may be approved by the Compensation Committee of the Board of Directors of the
Company) after having been employed by the Company or a Subsidiary for at last
three years after the Grant Date.

SECTION 1.16 - SECRETARY

     "Secretary" shall mean the Secretary or an Assistant Secretary of the
Company.

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                                        4

SECTION 1.17 - SUBSIDIARY

     "Subsidiary" shall mean any corporation in an unbroken chain of corporation
beginning with the Company if each of the corporation, as group of commonly
controlled corporations (other than the last corporation in the unbroken chain),
then owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.

SECTION 1.18 - TRIGGER DATE

     "Trigger Date shall mean the date hereof.

ARTICLE II

GRANT OF OPTIONS

SECTION 2.1 - GRANT OF OPTIONS

     For good and valuable consideration, on and as of the date hereof the
Company irrevocably grants to the Optionee, subject to Section 2.4, an Option to
purchase any part or all of an aggregate of 117,000 shares of its $.001 par
value Class A Common Stock upon the terms and conditions set forth in this
Agreement.

SECTION 2.2 - EXERCISE PRICE

     Subject to Section 2.4, the exercise price of the shares of stock covered
by the Options (the "Option Exercise Price") shall be $49.5625 per share without
commission or other charge.

SECTION 2.3 - NO RIGHT TO EMPLOYMENT

     Nothing in this Agreement or in the Plan shall confer upon the Optionee any
right to continue in the employ of the Company or any Subsidiary or shall
interfere with or restrict in any way the rights of the Company and its
Subsidiaries, which are hereby expressly reserved, to terminate the employment
of the Optionee at any time for any reason whatsoever, with or without Cause.

SECTION 2.4 - ADJUSTMENTS IN OPTIONS PURSUANT TO MERGER, CONSOLIDATION, ETC.

     Subject to Section 9 of the Plan, in the event that the outstanding shares
of the stock subject to an Option are, from time to time, changed into or
exchanged for a different number or kind of shares of the Company or other
securities of the Company by reason of a merger, consolidation,
recapitalization, reclassification, stock split, stock divided, combination of
shares, or otherwise, the Committee shall make an adjustment in the number and
kind of shares and/or the amount of consideration as to which or for which, as
the case may be, such Option, or portions thereof then unexercised, shall be
exercisable, in such manner as the Committee determines is reasonably necessary
to maintain as nearly as practicable the rights, benefits and obligations that
the parties would have had absent such event. Any such adjustment made by the
Committee shall be final and binding upon the Optionee, the Company and all
other interested persons.

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                                        5

ARTICLE III

PERIOD OF EXERCISABLILTY

SECTION 3.1 - COMMENCEMENT OF EXERCISABILITY

     (a) Options shall become exercisable as follows:

<Table>
<Caption>
                                           Percentage of Option
Date Option                                Shares Granted As to Which
Option is Exercisable                      Becomes Exercisable
---------------------                      --------------------------
<S>                                                    <C>
After the first anniversary
 of the Trigger Date                                    20%
After the second anniversary
 of the Trigger Date                                    40%
After the third anniversary
 of the Trigger Date                                    60%
After the fourth anniversary
 of the Trigger Date                                    80%
After the fifth anniversary
 of the Trigger Date                                   100%
</Table>

     Notwithstanding the foregoing, (x) no Options shall become exercisable
prior to the time the Plan is approved by the Company's stockholders, and (y)
subject to the immediately preceding clause (x), the Options shall become
immediately exercisable as to 100% of the shares of Common Stock subject to such
Options immediately prior to a Change of Control (but only to the extent such
Options have not otherwise terminated or become exercisable). The sale or
disposition of a division, business segment or Subsidiary of the Company shall
NOT cause Options to become immediately exercisable. Pursuant to the authority
granted to it in Section 5.1, the Committee shall decide what, if any, options
shall become exercisable and when any such Options much be exercised upon the
sale or disposition of a division, business segment or Subsidiary of the
Company.

     (b) Notwithstanding the foregoing, no Option shall become exercisable as to
any additional shares of Common Stock following the termination of employment of
the Optionee for any reason other than a termination of employment because of
death, Retirement or Permanent Disability of the Optionee, and any Option (other
than as provided in the next succeeding sentence) which is non-exercisable as of
the Optionee's termination of employment shall be immediately cancelled. In the
event of a terminated of employment because of death, Retirement or Permanent
Disability of the Optionee and provided that the Optionee has been employed for
at least three years after June 6, 2000, all Options awarded hereunder shall
become

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                                        6

immediately exercisable. If the Optionee has not been employed for such
three-year period, then Options shall not become exercisable for any additional
shares of Common Stock.

SECTION 3.2 - EXPIRATION OF OPTIONS

     The Options may not be exercised to any extent by the Optionee after the
first to occur of the following events:

     (a) The tenth anniversary of the Grant Date; or

     (b) The first anniversary of the date of the Optionee's termination of
     employment by reason of death, Permanent Disability or Retirement. For
     these purposes, termination of employment shall mean the date on which the
     Optionee ceases working for the Company or a Subsidiary of the Company or
     such later day as the Committee in their discretion deems to be
     appropriate; or

     (c) 90 days after termination of employment of the Optionee for any reason
     other than for death, Permanent Disability or Retirement. For these
     purposes, termination of employment shall mean the date on which the
     Optionee ceases working for the Company or a Subsidiary of the Company or
     such later day as the Committee in their discretion deems to be
     appropriate; or

     (d) If the Committee so elects pursuant to Section 9 of the Plan, the
     effective date of a Transaction; provided, however, that the Committee has
     provided Optionee with a reasonable period of notice prior to the effective
     date of such Transaction in which to exercise Options that have then
     neither been fully exercised nor become unexercisable under this
     Section 3.2.

ARTICLE IV

EXERCISE OF OPTIONS

SECTION 4.1 - PERSON ELIGIBLE TO EXERCISE

     Except as provided in the 2000 Management Stockholder's Agreement, during
the lifetime of the Optionee, only he or his personal legal representative may
exercise an Option or any portion thereof. After the death the Optionee, any
previously exercised portion of an Option may, prior to the time when an Option
become exercisable under Section 3.2, be exercised or by any person empowered to
do so under the Optionee's will or under the then applicable laws of descent and
distribution.

SECTION 4.2 - PARTIAL EXERCISE

     Any exercisable portion of an Option or the entire Option, if then wholly
exercisable, may be exercised in whole or in part at any time prior to the time
when the Option or portion thereof becomes unexercisable under Section 3.2;
provided, however, that any partial exercise shall be for whole shares of Common
Stock only.

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                                        7

SECTION 4.3 - MANNER OF EXERCISE

     An Option, or any exercisable portion thereof, may be exercised solely by
delivering to the Secretary or his office all of the following prior to the time
when the Option or such portion becomes unexercisable under Section 3.2:

     (a) Notice in writing signed by the Optionee or the other person then
     entitled to exercise the option or portion thereof, stating that the Option
     or portion thereof is thereby exercised, such notice complying with all
     applicable rules established by the Committee;

     (b) Full payment of the Options Exercise Price (in cash, by check or by a
     combination thereof) for the shares with respect to which such Option or
     portion thereof is exercised;

     (c) Full payment (in cash, by check or by a combination thereof) of all
     amounts which, under federal, state or local law, it is required to
     withhold upon exercise of the Option;

     (d) Notwithstanding (b) and (c), if the Option exercise request follows the
     death, Permanent Disability, Retirement, involuntary termination without
     Cause or voluntary termination with Good Reason, the Committee, acting upon
     the recommendation of senior management of the Company may allow, but shall
     not be required to allow, the full payments contemplated by (b) and (c)
     above to be paid with shares of Common Stock or Options of equivalent
     value;

     (e) A bona fide written representation and agreement, in a form
     satisfactory to the Committee, signed by the Optionee or other person then
     entitled to exercise such Option or portion thereof, stating that the
     shares of stock are being acquired for his own account, for investment and
     without any present intention of distributing or reselling said shares of
     any of them except as may be permitted under the Securities Act of 1933, as
     amended (the "Act"), and the applicable rules and regulations thereunder,
     and that the Optionee or other person then entitled to exercise such Option
     or portion thereof will indemnify the Company against and hold it free and
     harmless from any loss, damage, expense or liability resulting to the
     Company if any sale or distribution of the shares by such person is
     contrary to the representation and agreement referred to above, provided,
     however, that the Committee may, in its absolute discretion, take whatever
     additional actions it deems appropriate to ensure the observance and
     performance of such representation and agreement and to effect compliance
     with the Act any other federal or state securities laws or regulations; and

     (f) In the event the Option or portion thereof shall be exercised pursuant
     to Section 4.1 by any person or persons other than the Optionee,
     appropriate proof of the right of such person or persons to exercise the
     Option.

Without limiting the generality of the foregoing, the Committee may require an
opinion of counsel acceptable to it to the effect that any subsequent transfer
of shares acquired on exercise of an Option does not violate the Act, and may
issue stop-transfer orders covering such shares. Share certificates evidencing
stock issued on exercise of this Option shall bear an appropriate legend
referring to the provisions of subsection (e) above and the agreements herein.
The written representation and agreement referred to in subsection (e) above
shall, however, not be required if the shares to be issued pursuant to such
exercise have been register under the Act, and such registration is then
effective in respect of such shares.

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                                        8

SECTION 4.4 - CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES

     The shares of stock deliverable upon the exercise of an Option, or any
portion thereof, may be either previously authorized but unissued shares or
issued shares which have then been reacquired by the Company. Such shares shall
be validly issued, fully paid and nonassessable. The Company shall not be
required to issue or deliver any certificate or certificates for shares of stock
purchased upon the exercise of an Option or portion thereof prior to fulfillment
of all of the following conditions:

     (a) The obtaining of approval or other clearance from any state or federal
     governmental agency which the Committee shall, in its absolute discretion,
     determine to be necessary or advisable; and

     (b) The lapse of such reasonable period of time following the exercise of
     the Option as the Committee may from time to time establish for
     reasons of administrative convenience. Absent such a determination by the
     Committee, 20 business days shall be deemed to be a reasonable period of
     time.

SECTION 4.5 - RIGHTS AS STOCKHOLDER

     The holder of an Option shall not be, nor have any of the rights or
privileges of, a stockholder of the Company in respect of any shares purchasable
upon the exercise of the Option or any portion thereof unless and until
certificates representing such shares shall have been issued by the Company to
such holder.

ARTICLE V

MISCELLANEOUS

SECTION 5.1 - ADMINISTRATION

     The Committee shall have the power to interpret the Plan and this Agreement
and to adopt such rules for the administration, interpretation and application
of the Plan as are consistent therewith and to interpret or revoke any such
rules. All actions taken and all interpretations and determinations made by the
Committee shall be final and binding upon the Optionee, the Company and all
other interested persons. No member of the Committee shall be personally liable
for any action, determination or interpretation made in good faith with respect
to the Plan or the Options. In its absolute discretion, the Board of Directors
may at any time and from time to time exercise any and all rights and duties of
the Committee under the Plan and this Agreement.

SECTION 5.2 - OPTIONS NOT TRANSFERABLE

     Except as provided in the Management Stockholder's Agreement, neither the
Options nor any interest or right therein or part thereof shall be liable for
the debts, contracts or engagements of the Optionee or his successors in
interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any

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                                        9

attempted disposition thereof shall be null and void and of no effect; provided,
however, that this Section 5.2 shall not prevent transfers by will or by the
applicable laws of descent and distribution.

SECTION 5.3 - SHARES TO BE RESERVED

     The Company shall at all times during the term of the Options reserve and
keep available such number of shares of stock as will be sufficient to satisfy
the requirements of this Agreement.

SECTION 5.4 - NOTICES

     Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of its Secretary, any notice to be
given to the Optionee shall be addressed to him at the address given beneath his
signature hereto. By a notice given pursuant to this Section 5.4, either party
may hereafter designate a different address for notices to be given to him. Any
notice which is required to be given to the Optionee shall, if the Optionee is
then deceased, be given to the Optionee's personal representative if such
representative has previously informed the Company of his status and address by
written notice under this Section 5.4. Any notice shall be hand delivered,
delivered by overnight delivery or sent via confirmed telecopy.

SECTION 5.5 - TITLES

     Titles are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of this Agreement.

SECTION 5.6 - APPLICABILITY OF PLAN AND MANAGEMENT STOCKHOLDER'S AGREEMENT

     The Options and the shares of Common Stock issued to the Optionee upon
exercise of the Options shall be subject to all of the terms and provisions of
the Plan and the Management Stockholder's Agreement, to the extent applicable to
the Options and such shares. In the event of any conflict between this Agreement
and the plan, the terms of the Plan and the Management Stockholder's agreement,
the terms of the Management Stockholder's Agreement shall control.

SECTION 5.7 - AMENDMENT

     This Agreement may be amended only by a writing executed by the parties
hereto which specifically states that it is amending this Agreement; PROVIDED
HOWEVER that the Committee in its reasonable discretion may unilaterally amend
the Agreement if it determines that such amendment would be beneficial to the
Optionee.

SECTION 5.8 - GOVERNING LAW

     The laws of the State of Delaware shall govern the interpretation,
validity and performance of the terms of this Agreement regardless of the law
might be applied under principle of conflicts of laws.

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                                       10

SECTION 5.9 - JURISDICTION

     Any suit, action or proceeding against the Optionee with respect to this
Agreement, or any judgment entered by any court in respect thereof, may be
brought in any court of competent jurisdiction in the State of Connecticut (or
if the Company moves its corporate headquarters to another state, in that
state), and the Optionee hereby submits to the non-exclusive jurisdiction of
such courts for the purpose of any such suit, action, proceeding or judgment.
The Optionee hereby irrevocably waives any objections which he may now or
hereafter have to the laying of the venue of any suit, action or proceeding
arising out of or relating to this Agreement brought in any court of competent
jurisdiction in the State of Connecticut (or if the Company moves its corporate
headquarters to another state, in that state), and hereby further irrevocably
waives any claim that any such suit, action or proceedings brought in any such
court has been brought in any inconvenient forum. No suit, action or proceeding
against the Company with respect to this Agreement may be brought in any court,
domestic or foreign, or before any similar domestic or foreign authority other
than in a court of competent jurisdiction in the State of Connecticut (or if the
Company moves its corporate headquarter to another state, in that state), and
the Optionee hereby irrevocably waives any right which he may otherwise have had
to bring such an action in any other court, domestic or foreign, or before any
similar domestic or foreign authority. The Company hereby submits to the
jurisdiction of such courts for the purpose of any such suit, action or
proceeding. The Optionee hereby irrevocably and unconditionally waives trial by
jury in any legal action or proceeding in relation to this Agreement and for may
counterclaim therein.

     IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties hereto.

                                               AMPHENOL CORPORATION

                                               By /s/ Martin H. Loeffler
                                                  -------------------------
                                                  Martin H. Lodffler
                                                  Chairman, President & CEO
OPTIONEE:

/s/ Edward G. Jepsen
--------------------
Edward G. Jepsen

14 Gale Road
Bloomfield, CT 06002
--------------------
   Address

Edward G. Jepsen's Taxpayer
Identification Number:

507-52-004
----------

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