TE Connectivity Ltd. Annual Incentive Plan (as amended and restated)

Exhibit 10.29

TE CONNECTIVITY LTD.

ANNUAL INCENTIVE PLAN

(as amended and restated effective September 13, 2018)

TE Connectivity Ltd.

Annual Incentive Plan

I.                                        Purpose.

The purpose of the TE Connectivity Ltd. Annual Incentive Plan (the “Plan”) is to reward the performance of selected Employees who, individually or as members of a group, contribute to the success of TE Connectivity Ltd. (the “Company”) and its subsidiaries, thus providing them a means of sharing in, and an incentive to contribute further to, that success.  The Plan is intended to strengthen the commitment of such Employees by making part of their individual pay dependent on the achievement of corporate financial goals.  The Plan was originally effective as of June 29, 2007 and has been amended and restated several times since.  The effective date of this amended and restated Plan is September 13, 2018.

II.                                   Definitions.

The following words and phrases shall have the meanings set forth below:

“Annual Plan Description” shall mean the written or unwritten procedures and guidelines established or employed by the Committee pursuant to Section III hereof for the purpose of administering the Plan.

“Award” or “Annual Incentive Award” shall mean the bonus payable to a Participant under the Plan for any Plan Year.

“Annual Base Salary” shall mean, unless otherwise provided by the Committee, the annual compensation, excluding bonuses, commissions, overtime, incentive payments, perquisite allowance, non-monetary awards, directors fees and other fees, relocation expenses, auto allowances, imputed income from group term life insurance, and any other non-recurring item, paid to or on behalf of a Participant for employment services rendered to the Company, before reduction for compensation deferred pursuant to all qualified, nonqualified and cafeteria plans of any Company.  The definition of Annual Base Salary may be modified by the Committee, as is deemed necessary or appropriate to meet the particular circumstances or needs of a particular country, locality or business.  Unless otherwise provided by the Committee, the Award shall be based on the Annual Base Salary as in effect on August 1st of the Plan Year.

“Board” shall mean the board of directors of TE Connectivity Ltd.  To the extent permissible under applicable law and the operative corporate documentation of the Company, the Board may delegate its authority or discretion to a third party (such as the Company’s Management Development and Compensation Committee or Chief Human Resources Officer (“CHRO”)) and such third party may in turn delegate that authority or discretion to the extent permitted in the Board action.

“Business Unit” shall mean each of the companies or businesses within each Segment.

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“Cause” shall mean an Employee’s (i) refusal to perform duties and responsibilities of his or her job as required by the Company, (ii) violation of any fiduciary duty owed to the Company, (iii) conviction of a felony or misdemeanor (or outside of the United States, conviction of a significant crime), (iv) dishonesty, (v) theft, (vi) violation of Company rules or policy, or (vii) other egregious conduct, that has or could have a serious and detrimental impact on the Company and its Employees. Examples of “Cause” may include, but are not limited to, excessive absenteeism, misconduct, insubordination, violation of Company policy (in particular, TE’s Guide to Ethical Conduct and/or TE Policy Avoiding Conflict of Interest), dishonestly, and deliberate unsatisfactory performance (e.g., Employee refuses to improve deficient performance).

“Change in Control” means the first to occur of any of the following events:

(a)                                 any “person” (as defined in Section 13(d) and 14(d) of the Exchange Act, excluding for this purpose, (i) the Company or (ii) any employee benefit plan of the Company (or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan that acquires beneficial ownership of voting securities of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities of the Company representing more than 30 percent of the combined voting power of the Company’s then outstanding securities; provided, however, that no Change in Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Company; or

(b)                                 persons who, as of September 13, 2018 , constitute the Board (the “Incumbent Directors”) cease for any reason (including without limitation, as a result of a tender offer, proxy contest, merger or similar transaction) to constitute at least a majority thereof, provided that any person becoming a director of the Company subsequent to September 13, 2018, shall be considered an Incumbent Director if such person’s election or nomination for election was approved by a vote of at least 50 percent of the Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened proxy contest relating to the election of members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as defined in Section 13(d) and 14(d) of the Exchange Act) other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or

(c)                                  consummation of a reorganization, merger or consolidation or sale or other disposition of at least 80 percent of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of the Company immediately prior to such Business Combination beneficially own directly or indirectly more than 50 percent of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a company which, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of the Company; or

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(d)                                 approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

“Committee” shall mean the Management Development and Compensation Committee of the Board or such other persons appointed by the Board to administer the Plan and which also may act for the Company or the Board in making decisions and performing specified duties under the Plan.

“Company” shall mean TE Connectivity Ltd. and any subsidiary and affiliate that has been selected by the Committee to participate in the Plan.  The duties and obligations of the “Company” as they relate to a particular Participant shall refer to the specific entity that employs that Participant at such time and not any other entity, unless otherwise specified.

“Disability” shall mean the Participant’s permanent and total incapacity resulting in an inability to engage in any employment for the Company for physical or mental reasons.  Disability shall be deemed to exist only when the Participant meets either the requirements for disability benefits under the Company’s long-term disability plan or, if the Company has no such plan applicable to the Participant, the requirements for disability benefits under the Social Security law (or similar law outside the United States) then in effect.

“Employee” shall mean any individual employed by the Company on a regular, full-time basis, other than an individual (a) employed in a casual or temporary capacity (i.e., those hired for a specific job of limited duration), (b) characterized as a “leased employee” within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended, (c) classified by the Company as a flexible part-time employee, or (d) classified by the Company as a “contractor” or “consultant”, no matter how characterized by the Internal Revenue Service, other governmental agency or a court.  Any change of characterization of an individual by any court or government agency shall have no effect upon the classification of an individual as an Employee for purposes of this Plan, unless the Committee determines otherwise.

“Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended.

“U.S. GAAP” shall mean United States generally accepted accounting principles.

“Individual Performance” considers personal work-related factors that the financial formula does not address.

“Participant” shall mean, for any Plan Year, an Employee who satisfies the eligibility requirements of Section IV.

“Performance Measures” are the annual preestablished organizational or Individual Performance criteria selected by the Committee or its designee on which the requirements to earn an Annual Bonus are based.

“Plan” shall mean this TE Connectivity Ltd. Annual Incentive Plan, as from time to time amended and in effect.

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“Plan Year” shall mean the fiscal year of the Company or any other period designated by the Committee.

“Retirement” shall mean voluntary termination of employment on or after a Participant has attained the age and other requirements for retirement described in the Annual Plan Description.

“Schedule” shall mean the Performance Measures established for each Plan Year as set out for each business and function.

“Segment” shall mean each of the major business segments within the Company.  As of September 13, 2018, the Segments of the Company are Transportation Solutions, Industrial Solutions and Communication Solutions.

“Target Award” is the cash bonus that will be paid for target performance, expressed as a percentage of Annual Base Salary.  A Target Award will be assigned to each Participant at the beginning of the Plan Year based on job level or other competitive guidelines; and may change based on job assignment.

“Termination of Employment” shall mean the cessation of employment with the Company, voluntarily or involuntarily, for any reason

III.                              Administration.

The Plan shall be administered by the Committee consistent with the purpose and the terms of the Plan.  On an annual basis the Committee shall approve, for the overall company and for each Segment, the Performance Measures selected for the Plan Year.  The Committee shall have full power and authority to interpret the Plan, to select the Employees to participate in the Plan, to approve Awards, to make factual determinations, to prescribe, amend and rescind any rules, forms, or Annual Plan Description as the Committee deems necessary or appropriate for the proper administration of the Plan, and to make any other determinations and take such other actions as it deems necessary or advisable in carrying out its duties under the Plan, including the delegation of any such authority or power, where appropriate.  All decisions and determinations by the Committee shall be final, conclusive and binding on the Company, all Employees, Participants, and Plan beneficiaries, and any other persons having or claiming an interest hereunder.

IV.                               Eligibility.

Subject to the limitations contained in this Section IV or the Annual Plan Description, all Employees identified, either individually or by group classification, are eligible to participate in the Plan.  Employees shall be eligible to receive an Award calculated under only one Schedule of this Plan for any specific period in time.  An Employee may, however, participate in more than one Schedule provided that participation in each such Schedule shall be pro-rated in a manner consistent with the Annual Plan Description.  During any period in which an Employee participates in this Plan (including any sub-program hereunder), he or she may not participate in any other annual incentive compensation program (including other sub-programs under this Plan) offered by the Company, unless otherwise provided by the Committee in its sole discretion,

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V.                                    Determination of Awards.

Subject to the Committee’s discretion to adjust any Award individually or by class, the amount of each Participant’s Award, if any, shall be determined in accordance with the Performance Measures approved for such Participant.  Award calculations are generally based on Segment, Business Unit, or overall Company financial results, or any combination thereof, and are subject to adjustments based on Individual Performance.

VI.                               Payment of Awards.

The Committee shall determine the level of achievement attained under the Performance Measures applicable under each Schedule.  Awards payable to each Participant under his / her applicable Schedule shall be determined after an assessment of the Participant’s Individual Performance for the Plan Year.  Subject to the provisions of Section VII, authorized Awards shall then be payable in cash in a single sum on the date established by the Committee, or as soon as administratively feasible thereafter, at the end of the Plan Year or another time period, if applicable, provided however, that all Awards will be paid no later than the 15th day of the third month following the later of, a) the end of the Plan year or b) the last day of the calendar year in which falls the last day of the Plan year, except to the extent that a Participant has elected to defer payment under the terms of a duly authorized deferred compensation arrangement.

Unless otherwise prohibited under applicable law, no Award under the Plan shall be deemed earned until actually paid.  No Participant who commits an act giving rise to Cause shall be entitled to an Award.  In addition, the Committee shall have the authority to establish any other terms and conditions applicable to the Awards (including the mandatory return of all or any portion of an award previously paid) as are deemed necessary and/or appropriate to comply with applicable rules adopted or to be adopted by the Securities Exchange Commission, New York Stock Exchange or any other governmental agency or stock exchange having the authority to establish rules affecting the payment of compensation under this Plan.

Unless otherwise prohibited under applicable law, a Participant must be employed by the Company as a regular, full-time Employee on the Award payment date in order to receive an Award, or on such other date as may be determined by the Committee for any Plan Year.  A Participant who incurs a Termination of Employment prior to the end of the Plan Year shall not be entitled to an Award except to the extent otherwise required under applicable law.  Notwithstanding the foregoing, in the event of a termination of employment on account of death, Disability, or due to a change in control by the Company or a reduction in force during the Plan Year, the performance targets established by the Committee for the Plan Year in which the termination occurs shall be deemed to be satisfied at a level of 100% of each Participant’s target amount, and each Participant will be entitled to receive a pro-rated payment of the Award through the date of the termination, unless otherwise provided by the Committee when the Award is granted.  Subject to the provisions of Section VII, authorized Awards shall then be payable in cash in a single sum on the date established by the Committee, or as soon as administratively feasible thereafter.

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If a Participant was (a) on an unpaid approved leave of absence during the Plan Year; or (b) not employed by the Company at the beginning of the Plan Year, payment of any Award may be pro-rated.

Notwithstanding any provision herein to the contrary, the Committee shall have full power and authority to decide, in its sole discretion, exercised consistent with the Company’s best interest, that no Awards or lesser Award amounts shall be paid under the Plan for a given Plan Year or that no Award shall be paid to any one or more Participants.  Any such decision by the Committee shall be final, conclusive and binding on the Company, all Employees, Participants, and Plan beneficiaries, and any other persons having or claiming an interest hereunder.

VII.                          Change in Control.

In the event of a Change in Control, the performance targets established by the Committee for the Plan Year in which the Change in Control occurs shall be deemed to be satisfied at a level of 100% of each Participant’s target amount, and each Participant will be entitled to receive a pro-rated payment of the Award through the date of the Change in Control, unless otherwise provided by the Committee when the Award is granted.  In addition, no later than 90 days after the date of Change in Control, the Committee (as constituted prior to the date of Change in Control) shall provide, in its discretion, for any of the following actions to apply to each Award that is outstanding as of the date of Change in Control:  (i) the assumption of such Award by the acquiring or surviving corporation after such Change in Control; or (ii) the payment of such Award by the acquiring or surviving corporation, at the Participant’s request, in cash.  The Committee may specify how an Award will be treated in the event of a Change in Control either when the Award is granted or at any time thereafter.

VIII.                     Deferred Awards.

Any Participant who is eligible to participate in the TE Connectivity Corporation Supplemental Savings and Retirement Plan, or any successor plan (the “DCP”) and who makes a deferral election in the manner prescribed by the DCP shall have that portion of his/her Award deferred under the DCP.  The committee shall also have the authority to approve deferral of Awards under any other deferred compensation plan or arrangement sponsored by the company.

IX.                              Amendment and Termination.

The Plan may be amended, suspended, discontinued or terminated at any time by the Board; provided, however, that no such amendment, suspension, discontinuance or termination shall reduce, or in any manner adversely affect the rights of any Participant with respect to, Awards determined by the Committee to be outstanding as of the effective date of such amendment, suspension, discontinuance or termination.