Note 7—Equity

Stock-Based Compensation:

In May 2009, the Company adopted the 2009 Stock Purchase and Option Plan (the “2009 Option Plan”) for Key Employees of the Company and its subsidiaries. The Company currently also maintains the 2000 Stock Purchase and Option Plan (the “2000 Option Plan”). No additional options can be granted under the 2000 Option Plan. The 2009 Option Plan authorizes the granting of additional stock options by a committee of the Company’s Board of Directors. As of December 31, 2012, there were 4,970,270 shares of common stock available for the granting of additional stock options under the 2009 Option Plan. Options granted under the 2000 Option Plan and the 2009 Option Plan vest ratably over a period of five years and are exercisable over a period of ten years from the date of grant.

In 2004, the Company adopted the 2004 Stock Option Plan for Directors of Amphenol Corporation (the “Directors Option Plan”). The Directors Option Plan is administered by the Company’s Board of Directors. As of December 31, 2012, the maximum number of shares of common stock available for the granting of additional stock options under the Directors Option Plan was 70,000, although no additional options are expected to be granted under this plan. Options granted under the Directors Option Plan vest ratably over a period of three years and are exercisable over a period of ten years from the date of grant.

In May 2012, the Company adopted the 2012 Restricted Stock Plan for Directors of Amphenol Corporation (the “Restricted Stock Plan”). The Restricted Stock Plan is administered by the Company’s Board of Directors. As of December 31, 2012, the maximum number of restricted shares available for future grants under the Restricted Stock Plan was 108,571. Restricted shares granted under the Restricted Stock Plan generally vest on the first anniversary of the grant date. Grants under the Restricted Stock Plan entitle the holder to receive shares of the Company’s common stock without payment.

The grant-date fair value of each option grant under the 2000 Option Plan, the 2009 Option Plan and the Directors Option Plan is estimated using the Black-Scholes option pricing model. The grant-date fair value of each restricted share grant is determined based on the closing share price of the Company’s stock on the date of the grant. The fair value is then amortized on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. Use of a valuation model for option grants requires management to make certain assumptions with respect to selected model inputs. Expected share price volatility was calculated based on the historical volatility of the common stock of the Company and implied volatility derived from related exchange traded options. The average expected life was based on the contractual term of the option and expected employee exercise and historical post-vesting employment termination experience. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The expected annual dividend per share is based on the Company’s dividend rate.

Stock Options

Stock option activity for 2010, 2011 and 2012 was as follows:

					Weighted
					Average
			Weighted		Remaining	Aggregate
			Average		Contractual	Intrinsic
	Options		Exercise Price		Term (in years)	Value

Options outstanding at January 1, 2010	12,704,303		$	29.58	7.16
Options granted	2,602,500		43.00
Options exercised	(2,331,429	)	19.99
Options forfeited	(269,050	)	37.18
Options outstanding at December 31, 2010	12,706,324		33.93		7.18
Options granted	2,551,350		53.45
Options exercised	(1,037,674	)	25.14
Options forfeited	(203,100	)	39.75
Options outstanding at December 31, 2011	14,016,900		38.00		6.89
Options granted	2,990,000		53.31
Options exercised	(3,252,961	)	29.33
Options forfeited	(307,220	)	42.84
Options outstanding at December 31, 2012	13,446,719		43.39		7.08	$	286,596
Vested and non-vested expected to vest at December 31, 2012	12,329,575		43.01		6.98	$	267,483
Exercisable at December 31, 2012	5,495,542		$	37.02	5.55	$	152,103

A summary of the status of the Company’s non-vested options as of December 31, 2012 and changes during the year then ended is as follows:

	Options		Weighted Average Fair Value at Grant Date

Non-vested options at January 1, 2012	7,636,576		$	13.41
Options granted	2,990,000		12.96
Options vested	(2,368,179	)	13.07
Options forfeited	(307,220	)	13.09
Non-vested options at December 31, 2012	7,951,177		$	13.36

The weighted-average fair value at the grant date of options granted during 2011 and 2010 was $14.19 and $14.69, respectively.

During the years ended December 31, 2012, 2011, and 2010, the following activity occurred under the Company’s option plans:

	2012		2011		2010
Total intrinsic value of stock options exercised	$	95,891	$	29,697	$	67,841
Total fair value of stock options vested	30,964		28,563		23,714

On December 31, 2012 the total compensation cost related to non-vested options not yet recognized is approximately $75,901, with a weighted average expected amortization period of 3.24 years.

Restricted Shares

As of December 31, 2012, the Company has issued 16,429 restricted shares with a weighted-average fair value at grant date of $53.26 per share. As of December 31, 2012, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $348 with a weighted average expected amortization period of 0.39 years.

Stock Repurchase Program:

In January 2011, the Company announced that its Board of Directors authorized a stock repurchase program under which the Company could repurchase up to 20,000,000 shares of its common stock during the three year period ending January 31, 2014 (the “2011 Program”). During the twelve months ended December 31, 2012, the Company repurchased 6,571,611 shares of its common stock under the 2011 Program for approximately $380,000. During the twelve months ended December 31, 2011, the Company repurchased 13,428,389 shares of its common stock for approximately $672,200. These treasury shares have been retired by the Company and common stock and accumulated earnings were reduced accordingly. As of December 31, 2012, the Company has repurchased all shares authorized under the 2011 Program.

In January 2013, the Company announced that its Board of Directors authorized a stock repurchase program under which the Company may repurchase up to 10,000,000 shares of its common stock during the two year period ending January 31, 2015 (the “2013 Program”). The price and timing of any such purchases under the 2013 Program will depend on factors such as levels of cash generation from operations, the volume of stock option exercises by employees, cash requirements for acquisitions, economic and market conditions and stock price. Through February 15, 2013, the Company has repurchased 743,877 shares of its common stock under the 2013 Program for $50,290. These treasury shares will be retired by the Company and common stock and accumulated earnings will be reduced accordingly. At February 15, 2013, approximately 9,256,123 additional shares of common stock may be repurchased under the 2013 Program.

Dividends:

After declaration by the Board of Directors, the Company paid a quarterly dividend on its common stock of $0.105 per share in 2012 and $0.015 per share in 2011. Total dividends declared during 2012, 2011 and 2010 were $67,677, $10,097 and $10,449, respectively. Total dividends paid in 2012 were $70,122, including those declared in 2011 and paid in 2012, total dividends paid in 2011 were $10,282, including those declared in 2010 and paid in 2011, and total dividends paid in 2010 were $10,413, including those declared in 2009 and paid in 2010.

Accumulated Other Comprehensive Income (Loss):

Balances of related after-tax components comprising accumulated other comprehensive income (loss) included in equity at December 31, 2012, 2011 and 2010 are as follows:

	Foreign Currency Translation Adjustment			Revaluation of Derivatives			Defined Benefit Plan Liability Adjustment			Accumulated Other Comprehensive Income (Loss)

Balance at January 1, 2010	$	24,141		$	(2,363	)	$	(121,868	)	$	(100,090	)
Translation adjustments	17,465			—			—			17,465
Revaluation of interest rate derivatives, net of tax of $1,486	—			2,363			—			2,363
Defined benefit plan liability adjustment, net of tax of $2,639	—			—			(4,495		)	(4,495		)
Balance at December 31, 2010	41,606			—			(126,363		)	(84,757		)
Translation adjustments	(10,154		)	—			—			(10,154		)
Revaluation of interest rate derivatives, net of tax of $173	—			(287		)	—			(287		)
Defined benefit plan liability adjustment, net of tax of $12,959	—			—			(24,859		)	(24,859		)
Balance at December 31, 2011	31,452			(287		)	(151,222		)	(120,057		)
Translation adjustments	25,858			—			—			25,858
Revaluation of forward contract derivatives, net of tax of $39	—			538			—			538
Defined benefit plan liability adjustment, net of tax of $8,936	—			—			(23,343		)	(23,343		)
Balance at December 31, 2012	$	57,310		$	251		$	(174,565	)	$	(117,004	)