Compensation Committee Charter

  1. PURPOSE

    The Compensation Committee has responsibility for establishing, implementing and continually monitoring adherence to the compensation philosophies and objectives of Amphenol Corporation (the “Company”) and its subsidiaries. In allocating the Company’s resources towards compensation, the Committee strives to manage the tension between ensuring that the total compensation paid to executive officers and key management employees is judicious and reasonable, while also capable of attracting, retaining and motivating the executive officers and key management employees. A primary goal of these philosphies and objectives is to align the interests of management with the stockholders to drive stockholder value.

    The Committee is responsible for the Compensation Committee Report and the Compensation Discussion & Analysis included in the Company’s Annual Proxy Statement. The Committee shall review and discuss the Compensation Discussion & Analysis with management each year prior to its inclusion in the Company’s Annual Proxy Statement.

  2. MEMBERSHIP AND ORGANIZATION

    The Compensation Committee shall be comprised of three directors, each of whom shall be determined under the Listing Standards of the New York Stock Exchange to be independent. Committee members may be appointed and removed at the discretion of the Board. The Committee has the authority to retain independent compensation consultants, counsel, accountants and other advisors at the expense of the Company. The Committee will meet, with or without members of management present, whenever they deem such meetings or sessions necessary and appropriate.

  3. RESPONSIBILITIES

    Specifically, the Committee has responsibility, from time to time, but at least annually, to:

    • Review and approve the overall compensation philosophy and guidelines for all executive officers and key management employees of the Company and its subsidiaries;

    • Review and approve the goals and the performance of the Company’s Chief Executive Officer and approve, as deemed necessary and appropriate, any changes in the level of his base salary and bonus target. Approve any incentive plan payments and/or option awards to the Company’s Chief Executive Officer;

    • Review and approve recommendations from the Company’s Chief Executive Officer related to the incentive plan pool, incentive plan allocations, the stock option pool, stock option awards and related matters for all other executive officers and key management employees and any prospective senior management employees of the Company and its subsidiaries;

    • Approve specific adjustments to individual compensation for all other executive officers and key management employees and any prospective senior management employees of the Company and its subsidiaries whose proposed annual base salary exceeds US$200,000.

    • Review and recommend changes as necessary and appropriate to the Company’s Executive Incentive Plan and Stock Option Plan.

  4. OTHER

    The Committee shall make regular reports of its recommendations and actions to the full Board. The Committee shall review the adequacy of this Charter at least annually and recommend, as necessary, proposed changes to the full Board for approval. The Committee shall perform a self-evaluation at least annually and report its findings to the full Board. The Committee shall perform such other activities which it deems necessary or appropriate provided such activites are consistent with the intent of this Charter, the Company’s Certificate of Incorporation, By-Laws, and Corporate Governance Principles.