A. | The Board of Directors of the Company (the “Board”) has adopted the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan as an incentive to attract, retain and motivate highly qualified individuals. |
B. | Under the Plan, the Compensation Committee of the Board, or its delegate (the “Committee”) has the exclusive authority to interpret and apply the Plan and this Award Agreement. |
C. | The Committee has approved the granting of Options to the Grantee pursuant to the Plan to provide an incentive to the Grantee to focus on the long-term growth of the Company and its subsidiaries. |
D. | To the extent not specifically defined herein, all capitalized terms used in this Award Agreement shall have the meaning set forth in the Plan. If there is any discrepancy between the Award Agreement and the Plan, the Plan will always govern. |
1. | Grant of Options. The Company hereby grants to the Grantee a Stock Option Award, described below, subject to the terms and conditions in this Award Agreement. This Award is granted pursuant to the Plan and its terms are incorporated by reference. |
Award Type | Grant Date | Number of Options | Exercise Price Per Share | Expiration Date |
Non-Qualified Stock Option | [date] | [number] | $[price] | [date] |
2. | Vesting of Options. Except as otherwise set forth in Section 4, the Options will vest and become exercisable (in whole shares, rounded down) in accordance with the schedule below: |
Installment | Vesting Date Applicable to Installment |
33 1/3% | 1st anniversary of Grant Date |
33 1/3% | 2nd anniversary of Grant Date |
33 1/3% | 3rd anniversary of Grant Date |
3. | Expiration. The Options, including any vested Option, shall not be exercisable after the Company’s close of business on the last business day that occurs on or prior to the Expiration Date. The “Expiration Date” shall be on the seventh anniversary of the Date of Grant, subject to the provisions in Section 4. |
4. | Termination of Employment or Service. |
a. | General. Except as otherwise set forth in Sections 4b., 4c. and 4d. below, if the Grantee terminates all employment and service with the Company and its subsidiaries for any reason (including upon a termination for Cause), any Option that is not vested under the schedule in Section 2 is forfeited as of the date of the Grantee’s termination of employment and service. |
b. | Retirement. If the Grantee retires from all employment and service with the Company and its subsidiaries after reaching age 55 and completing 10 years of continuous service and is determined to be in good standing at the time of the retirement, the unvested portion of the Option shall become immediately vested and the Options will remain exercisable until the Option Expiration Date. |
c. | Death or Disability. If the Grantee terminates all employment and service with the Company as a result of his or her death, all unvested Options shall become immediately vested and the Options will remain exercisable for 12 months following the date of death. |
d. | Change in Control. In the event the Company terminates the Grantee’s employment or service without Cause within two years following a Change in Control, then all unvested Options shall become immediately vested and the Options will remain exercisable until the Option Expiration Date. |
5. | Method of Option Exercise. Subject to the terms of this Award Agreement and the Plan, the Grantee may exercise, in whole or in part, any vested Option at any time by complying with the exercise procedures established by the Company in its sole discretion. The Grantee shall pay the Exercise Price for the Options being exercised to the Company in full, at the time of the exercise, either: |
a. | In cash; |
b. | In shares of Stock having a Fair Market Value equal to the aggregate Exercise Price for the shares of Stock being purchased and satisfying such other requirements as may be imposed by the Company; provided, that, such shares of Stock have been held by the Grantee for no less than six (6) months; |
c. | Partly in cash and partly in shares of Stock (described in 5b); or |
d. | Through the delivery of irrevocable instructions to a broker to deliver promptly to the Company an amount equal to the aggregate Exercise Price for the shares of Stock being purchased (“cashless exercise”). |
6. | Responsibility for Taxes. Regardless of any action the Company and/or its subsidiary employing the Grantee (the “Employer”) take with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Grantee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, vesting or exercise of the Option, the subsequent sale of any shares of Stock acquired pursuant to such exercise, and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Options to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. |
7. | Transferability. The Options are not transferable other than: (a) by will or by the laws of descent and distribution; (b) pursuant to a domestic relations order; or (c) to members of the Grantee’s immediate family, to trusts solely for the benefit of such immediate family members or to partnerships in which family members and/or trusts are the only partners, all as provided under the terms of the Plan. After any such transfer, the transferred Options shall remain subject to the terms of the Plan. |
8. | Adjustment of Shares. In the event of any transaction described in Section 4.3 of the Plan, the terms of this Award (including, without limitation, the number and kind of shares subject to this Option and the Exercise Price) may be adjusted, as applicable, as set forth in Section 4.3 of the Plan. |
9. | Shareholder Rights. The grant of an Option does not confer on the Grantee any rights as a shareholder or any contractual or other rights of service or employment with the Company or its subsidiaries. The Grantee will not have shareholder rights with respect to any shares of Stock subject to Options until an Option is exercised and the shares are delivered to the Grantee. No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to such date, except as provided under the Plan. |
10. | Data Privacy. In order to perform its requirements under the Plan, the Company or one or more of its subsidiaries may process sensitive personal data about the Grantee. Such data includes but is not limited to the information provided in the Award package and any changes thereto, other appropriate personal and financial data about the Grantee, and information about the Grantee’s participation in the Plan and Options exercised under the Plan from time to time. By accepting this Award Agreement, the Grantee hereby gives consent to the Company and its subsidiaries to hold, process, use and transfer any personal data outside the country in which the Grantee is employed and to the United States, and vice-versa. The legal persons for whom the personal data is intended includes the Company and any of its subsidiaries, the outside plan administrator as selected by the Company from time to time, and any other person that the Company may find appropriate in its administration of the Plan. The Grantee may review and correct any personal data by contacting the local Human Resources Representative. The Grantee understands that the transfer of the information outlined herein is important to the administration of the Plan and failure to consent to the transmission of such information may limit or prohibit participation in the Plan. |
11. | Appendix. Notwithstanding any provisions in this Award Agreement, the grant of the Options shall be subject to any special terms and conditions set forth in any appendix (or any appendices) to this Award Agreement for the Grantee's country (the "Appendix"). Moreover, if the Grantee relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Appendix constitutes part of this Award Agreement. |
12. | Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Options or other awards granted to the Grantee under the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company. |
13. | Severability. If one or more of the provisions in this Award Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Award Agreement to be construed so as to foster the intent of this Award Agreement and the Plan. |
14. | Amendments. Except as otherwise provided in Section 15, this Award Agreement may be amended only by a written agreement executed by the Company and the Grantee. |
15. | Section 409A. The Options are intended to be exempt from the requirements of Section 409A. The Plan and this Award Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that the Options are subject to Section 409A and that an Option Award fails to comply with the requirements of Section 409A, the Company may, at the Company’s sole discretion, and without the Grantee’s consent, amend this Award Agreement to cause the Options to comply with Section 409A or be exempt from Section 409A. |