Form 10-Q AMPHENOL CORP /DE/ For: Mar 31

DocuSign Envelope ID: 632B740E-D373-41CB-A78B-D169837462A7

Exhibit 10.25

ADOPTION AGREEMENT

ARTICLE 1

PROFIT SHARING/401(k) PLAN

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This is the Amphenol Corporation Employee Savings/401(k) Plan (the "Plan")

(1)◻401(k) Only

Adoption Agreement previously executed by the Employer;

The original effective date of the Plan: 01/01/1990

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DocuSign Envelope ID: 632B740E-D373-41CB-A78B-D169837462A7

Effective Dates Addendum to the Adoption Agreement indicating the affected provisions and their effective dates.

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Note: Deferral Contributions and Employee Contributions shall not be taken from compensation earned after the date the Plan is frozen, however, loan repayments shall continue to be made until the loan obligation is satisfied.

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1.15DEFINITION OF DISABLED

A Participant is disabled if he/she meets any of the requirements selected below:

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DocuSign Envelope ID: 632B740E-D373-41CB-A78B-D169837462A7

AMENDMENT EXECUTION PAGE

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Plan Name:Amphenol Corporation Employee Savings/401(k) Plan (the "Plan")

Employer:Amphenol Corporation

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[Note: These execution pages are to be completed in the event the Employer modifies any prior election(s) or makes a new election(s) in this Adoption Agreement. Attach the amended page(s) of the Adoption Agreement to these execution pages.]

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The following section(s) of the Plan are hereby amended effective as of the date(s) set forth below:

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IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date given below.

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Note: Only one authorized signature is required to execute this Adoption Agreement unless the Employer's corporate policy mandates two authorized signatures.

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DocuSign Envelope ID: 632B740E-D373-41CB-A78B-D169837462A7

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PLAN MERGERS ADDENDUM

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for

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Plan Name: Amphenol Corporation Employee Savings/401(k) Plan

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Effective date: 11/03/2020

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Effective date: 03/01/2021

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DocuSign Envelope ID: 632B740E-D373-41CB-A78B-D169837462A7

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IN-SERVICE WITHDRAWALS ADDENDUM

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for

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Plan Name: Amphenol Corporation Employee Savings/401(k) Plan

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A Disability In-Service Withdrawal is available from all accounts for participants that meet the definition of disability but do not have a termination of employment (the following restrictions under (a)(1) of the In-Service Withdrawals Addendum does not apply to the Disability In-Service Withdrawal)

In-service withdrawal of vested amounts attributable to Employer Contributions which were transferred from the Amphenol Subsidiaries 401(k) Plan into this Plan on 11-1-2018 subject to the restrictions listed below

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DocuSign Envelope ID: 632B740E-D373-41CB-A78B-D169837462A7

PROTECTED BENEFIT PROVISIONS ADDENDUM

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for

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Plan Name: Amphenol Corporation Employee Savings/401(k) Plan

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Protected Benefit Provisions - The following benefits are retained under the Plan due to the nature of each as a "protected benefit" under Code Section 411(d)(6) and apply for the Participants and Beneficiaries described:

Effective 04/22/2016, Participants who had been previously recognized by the Plan as having had assets transferred to the Plan in conjunction with a Plan merger and having a separate vesting schedule (or schedules) due to such merger or having a vesting schedule in the Plan different from the vesting schedule(s) selected in Section 1.16, will now be 100% vested in all Matching Employer Contributions and Nonelective Employer Contributions in the Plan. The Tecvox OEM Solutions, LLC 401(k) Profit Sharing Plan Nonelective Employer Contributions that merged into the plan will be eligible for the Active Military Distribution (Heart Act)

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The Early Retirement Age for the Participants who merged into the Plan from the Amphenol Affiliated Companies Employee Savings 401(k) Plan effective 03/01/2021, is the date the Participant attains age 55 and completes 7 years of Vesting Service.

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DocuSign Envelope ID: 632B740E-D373-41CB-A78B-D169837462A7

VESTING SCHEDULE ADDENDUM

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for

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Plan Name: Amphenol Corporation Employee Savings/401(k) Plan

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Note: With regard to contributions for plan years beginning after December 31, 2006, any schedule provided hereunder must be at least as favorable as one of the schedules in C or D in the table shown in Section 1.16(c).

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Employees of FCI USA LLC who were participants in the FCI USA LLC Employee 401(k) Savings Plan who merged into this Plan on 10/3/2016.

Fixed Match.

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Former Participants from Ardent Concepts Retirement Plan who merged into the Plan on 11/03/2020.

Discretionary Profit Sharing.

Prior ER SafeHarbor Match.

ER Discretionary Match.

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DocuSign Envelope ID: 632B740E-D373-41CB-A78B-D169837462A7

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Participants in the Amphenol Subsidiaries 401(k) Plan who merged into this Plan effective 11-1-18 who either; 1. terminated from the Amphenol Subsidiaries 401(k) Plan prior to 12-1-05 or 2. terminated in the Amphenol Backplane Systems 401(k) Plan prior to 12-1-05.

Employer Match.

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Participants in the Amphenol Subsidiaries 401(k) Plan who merged into this Plan effective 11-1-18 who were hired prior to 08/01/2001.

Employer Match.

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Participants who were in the Amphenol Subsidiaries 401(k) Plan and who merged into this Plan effective 11-1-18 who were former GenRad participants in the Teradyne, Inc. Savings Plan (which merged into the Amphenol Subsidiaries 401(k) Plan on 12-1-05.

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DocuSign Envelope ID: 632B740E-D373-41CB-A78B-D169837462A7

Employer Match.

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The Participants that merged into the Plan on 03/01/2021 from the Amphenol Affiliated Companies Employee Savings 401(k) Plan.

Discretionary Profit Sharing.

EXHIBIT 31.1

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Amphenol Corporation

Certification Pursuant to

Section 302 of

the Sarbanes-Oxley Act of 2002

Certification

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I, R. Adam Norwitt, as the principal executive officer of the registrant, certify that:

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a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

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b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

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d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

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b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

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EXHIBIT 31.2

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Amphenol Corporation

Certification Pursuant to

Section 302 of

the Sarbanes-Oxley Act of 2002

Certification

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I, Craig A. Lampo, as the principal financial officer of the registrant, certify that:

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a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

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b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

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d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

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b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

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EXHIBIT 32.1

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CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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In connection with the quarterly report of Amphenol Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, R. Adam Norwitt, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Amphenol Corporation and will be retained by Amphenol Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2

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CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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In connection with the quarterly report of Amphenol Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Craig A. Lampo, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Amphenol Corporation and will be retained by Amphenol Corporation and furnished to the Securities and Exchange Commission or its staff upon request.