-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EzzKOhfgR/6OeXU3er2Jk9RVhWvPpOchozxhaH2JcVo4tSb3cuLnAlPXJ5iDxuKP Mt3+q2FcaalBq5Y75woI9g== 0000950137-07-006679.txt : 20070503 0000950137-07-006679.hdr.sgml : 20070503 20070503131442 ACCESSION NUMBER: 0000950137-07-006679 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20070427 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070503 DATE AS OF CHANGE: 20070503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LITTELFUSE INC /DE CENTRAL INDEX KEY: 0000889331 STANDARD INDUSTRIAL CLASSIFICATION: SWITCHGEAR & SWITCHBOARD APPARATUS [3613] IRS NUMBER: 363795742 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20388 FILM NUMBER: 07814363 BUSINESS ADDRESS: STREET 1: 800 E NORTHWEST HWY CITY: DES PLAINES STATE: IL ZIP: 60016 BUSINESS PHONE: 7088241188 MAIL ADDRESS: STREET 1: 800 E. NORTHWEST HWY CITY: DES PLAINES STATE: IL ZIP: 60016 8-K 1 c14737e8vk.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20579 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) - April 27, 2007 LITTELFUSE, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-20388 36-3795742 (State of other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)
800 East Northwest Highway, Des Plaines, IL 60016 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (847) 824-1188 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 OTHER EVENTS ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS OUTSIDE DIRECTORS' EQUITY PLAN, STOCKHOLDER ACTIONS On April 27, 2007, at the Annual Meeting of Stockholders of Littelfuse, Inc. (the "Company"), the stockholders approved the amendment, restatement and renaming of the Littelfuse, Inc. Outside Directors' Equity Plan (the "Directors Plan"), amended and restated effective as of April 27, 2007. The text of the Directors Plan is incorporated herein by reference from Exhibit A to the Company's Proxy Statement for Annual Meeting of Stockholders to be held on April 27, 2007, dated March 22, 2007, and filed with the Securities and Exchange Commission on March 22, 2007 (the "2007 Proxy Statement"). In addition, the stockholders elected each of the six director candidates to the Company's Board of Directors (the "Board") and ratified the appointment of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 29, 2007, each as discussed in the 2007 Proxy Statement. (E) EXECUTIVE COMPENSATION On April 27, 2007, at the Annual Meeting of the Board of Directors of the Company, the Board established the stock option and performance share unit awards under the Littelfuse, Inc. Equity Incentive Compensation Plan for Mr. Gordon Hunter, the Chairman of the Board, President and Chief Executive Officer of the Company, Mr. Philip G. Franklin, Vice President, Operations Support and Chief Financial Officer of the Company, and each of the three most highly compensated executive officers of the Company other than the Chief Executive Officer and the Chief Financial Officer (the "Other Executive Officers") for 2007, as set forth on Exhibit 99.2 hereto. The form of Stock Option Agreement, including vesting provisions, and the form of Performance Shares Agreement, including vesting provisions, pursuant to which these awards have been made are set forth on Exhibits 99.3 and 99.4 hereto, respectively. In addition, the form of Stock Option Award Agreement, including vesting provisions, and the form of Restricted Stock Unit Award Agreement, including vesting provisions, pursuant to which awards have been and will be made under the Directors Plan are set forth on Exhibits 99.5 and 99.6 hereto, respectively. -2- ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Littelfuse, Inc. Outside Directors' Equity Plan (incorporated herein by reference to Exhibit A to the Company's Proxy Statement for Annual Meeting of Stockholders to be held on April 27, 2007) 99.2 Littelfuse, Inc. Summary of Executive Officer Compensation 99.3 Form of Stock Option Agreement under the Littelfuse, Inc. Equity Incentive Compensation Plan 99.4 Form of Performance Shares Agreement under the Littelfuse, Inc. Equity Incentive Compensation Plan 99.5 Form of Stock Option Award Agreement under the Littelfuse, Inc. Outside Directors' Equity Plan 99.6 Form of Restricted Stock Unit Award Agreement under the Littelfuse, Inc. Outside Directors' Equity Plan
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LITTELFUSE, INC. Date: May 2, 2007 By: /s/ Philip G. Franklin ------------------------------------ Philip G. Franklin Vice President, Operations Support and Chief Financial Officer -3- EX-99.2 2 c14737exv99w2.txt SUMMARY OF EXECUTIVE OFFICER COMPENSATION EXHIBIT 99.2 LITTELFUSE, INC. SUMMARY OF EXECUTIVE OFFICER COMPENSATION The compensation of executive officers of Littelfuse, Inc. (the "Company") primarily consists of four variable components: base salary, a potential cash bonus under the Company's Annual Incentive Plan, equity compensation under the Littelfuse, Inc. Equity Incentive Compensation Plan (the "Equity Plan"), and other benefits. SALARIES The base salaries for Mr. Gordon Hunter, the Chairman of the Board, President and Chief Executive Officer of the Company, Mr. Philip G. Franklin, Vice President, Operations Support and Chief Financial Officer of the Company, and each of the other three most highly compensated executive officers of the Company other than the Chief Executive Officer and the Chief Financial Officer named below (the "Other Executive Officers"), effective February 1, 2007, are as follows:
BASE NAME AND PRINCIPAL POSITIONS SALARY - ---------------------------- -------- Gordon Hunter, Chairman, President and Chief Executive Officer $612,000 Philip G. Franklin, Vice President, Operations Support and Chief Financial Officer $331,500 David R. Samyn, Vice President and General Manager, Electronics Business Unit $265,200 David W. Heinzmann, Vice President and General Manager, Automotive Business Unit $229,500 Dal Ferbert, Vice President and General Manager, Electrical Business Unit $219,300
ANNUAL INCENTIVE PLAN The minimum, target and maximum amounts to be awarded under the Annual Incentive Plan for fiscal year 2007 for Mr. Hunter, Mr. Franklin and each of the Other Executive Officers, subject to achievement of financial objectives of the Company and individual performance objectives, are as follows:
MINIMUM, TARGET AND MAXIMUM AMOUNTS AS A PERCENTAGE OF NAME AND PRINCIPAL POSITIONS BASE SALARY - ---------------------------- ------------------- Gordon Hunter, Chairman, President and Chief Executive Officer 0, 90 & 180% Philip G. Franklin, Vice President, Operations Support and Chief Financial Officer 0, 60 & 120%
David R. Samyn, Vice President and General Manager, Electronics Business Unit 0, 50 & 100% David W. Heinzmann, Vice President and General Manager, Automotive Business Unit 0, 50 & 100% Dal Ferbert, Vice President and General Manager, Electrical Business Unit 0, 50 & 100%
EQUITY INCENTIVE COMPENSATION PLAN AWARDS The annual awards of options to purchase shares of Common Stock of the Company relating to fiscal year 2007, granted on April 27, 2007, with an exercise price of $41.22 per share, under the Equity Plan to Mr. Hunter, Mr. Franklin and each of the Other Executive Officers are as follows:
NUMBER OF NAME AND PRINCIPAL POSITIONS SHARES - ---------------------------- ------ Gordon Hunter, Chairman, President and Chief Executive Officer 60,000 Philip G. Franklin, Vice President, Operations Support and Chief Financial Officer 22,000 David R. Samyn, Vice President and General Manager, Electronics Business Unit 15,000 David W. Heinzmann, Vice President and General Manager, Automotive Business Unit 15,000 Dal Ferbert, Vice President and General Manager, Electrical Business Unit 15,000
The form of Stock Option Agreement under the Equity Plan, including vesting provisions, pursuant to which such awards were made is incorporated herein by reference to Exhibit 99.3 to the Company's Current Report on Form 8-K dated April 27, 2007. The Company made its annual grant of Performance Shares on April 27, 2007, which consist of restricted stock awards granted subject to attaining certain performance goals over a three-year period, commencing with its fiscal year 2007, pursuant to Performance Shares Agreements with Mr. Hunter, Mr. Franklin and each of the Other Executive Officers under the Equity Plan as follows: -2-
100% OF TARGET AMOUNT IN NAME AND PRINCIPAL POSITIONS NUMBER OF SHARES - ---------------------------- ---------------- Gordon Hunter, Chairman, President and Chief Executive Officer 6,000 Philip G. Franklin, Vice President, Operations Support and Chief Financial Officer 5,000 David R. Samyn, Vice President and General Manager, Electronics Business Unit 5,000 David W. Heinzmann, Vice President and General Manager, Automotive Business Unit 5,000 Dal Ferbert, Vice President and General Manager, Electrical Business Unit 5,000
These Performance Share awards are subject to the Company attaining certain financial performance goals relating to return on the net tangible assets and earnings before interest, taxes, depreciation and amortization of the Company during the three-year period ending January 2, 2010. A target amount of shares is awarded. The shares may be earned based on achievement of the foregoing financial performance goals on a sliding scale. If none of the performance goals are met, no shares will be earned. Shares may be earned from a threshold of 20% to a maximum of 100% of the target amount of awarded shares if certain levels of performance are achieved at the end of the three-year period. If any shares are earned, they are issued in the name of the executive but held by the Company subject to restrictions relating to continued employment with the Company and are paid half in stock and half in an equivalent amount of cash as the restrictions lapse in thirds over the next three-year period. The form of Performance Shares Agreement pursuant to which such grants were made is incorporated herein by reference to Exhibit 99.4 to the Company's Current Report on Form 8-K dated April 27, 2007. OTHER BENEFITS The Chief Executive Officer, the Chief Financial Officer and the Other Executive Officers participate in the same Company medical insurance, 401(k) plan, and pension plan designed for all of the Company's full-time US associates. The Company's Supplemental Executive Retirement Plan ("SERP") is a legacy plan that is not being offered to any associates that are not currently participants in the plan. Mr. Franklin is the only named executive officer currently participating in the SERP. The Chief Executive Officer, the Chief Financial Officer and the Other Executive Officers are also provided with supplemental life insurance equal to three times salary plus $10,000, up to $5,000 of executive physicals, and financial counseling of up to $5,000, except for Mr. Hunter who is entitled to $15,000 per year of financial counseling. Additionally, Mr. Hunter is provided with a Company automobile. -3- WHERE MORE INFORMATION CAN BE FOUND Each of the plans and agreements mentioned herein are discussed further in the Company's annual Proxy Statement for Annual Meeting of Stockholders and are filed with the SEC and can be found on the SEC's website at www.sec.gov. -4- EX-99.3 3 c14737exv99w3.txt FORM OF STOCK OPTION AGREEMENT EXHIBIT 99.3 FORM OF STOCK OPTION AGREEMENT UNDER THE LITTELFUSE, INC. EQUITY INCENTIVE COMPENSATION PLAN THIS STOCK OPTION AGREEMENT is entered into as of ______ __, 20__, between ______________________ (the "Optionee") and LITTELFUSE, Inc., a Delaware corporation (the "Corporation"), with reference to the following facts: A. Pursuant to the Littelfuse, Inc. Equity Incentive Compensation Plan (the "Plan"), the Corporation is authorized to grant options for shares of its Common Stock, $.01 par value (the "Common Stock"), to officers and employees of the Corporation or any Subsidiary as a reward for past performance or as an incentive to future performance. B. The Corporation desires to grant an option to the Optionee. NOW, THEREFORE, IN CONSIDERATION of the foregoing facts, the Corporation hereby grants the following options: 1. Grant of Option. The Corporation hereby grants to the Optionee an irrevocable option to purchase up to __________ shares of Common Stock of the Corporation at the price of $_________ per share. The number and kind of shares subject to this option and the purchase price per share are subject to adjustment as provided in the Plan. This option shall expire on the day before the seventh (7th) anniversary of the date hereof unless earlier terminated in accordance with the provisions hereof. 2. Exercise of Option. Subject to the terms of the Plan and this Agreement, this option may be exercised as follows: with respect to twenty-five percent (25%) of the Common Stock covered hereby during the six (6) year period commencing one (1) year following the date of grant; with respect to an additional twenty-five percent (25%) of the Common Stock covered hereby during the five (5) year period commencing two (2) years following the date of grant; with respect to an additional twenty-five percent (25%) of the Common Stock covered hereby during the four (4) year period commencing three (3) years following the date of grant; and with respect to the remaining twenty-five percent (25%) of the Common Stock covered hereby during the three (3) year period commencing four (4) years following the date of grant. This option shall be exercised by delivery of written notice to the Corporation stating the number of shares with respect to which the option is being exercised, together with full payment of the purchase price therefor. Payment may be made in cash or in such other form or combination of forms permitted by the Plan as shall be acceptable to the Committee. 3. Reserved Shares. The Corporation has duly reserved for issuance a number of authorized but unissued shares adequate to fulfill its obligations under this Agreement. During the term of this Agreement the Corporation shall take such action as may be necessary to maintain at all times an adequate number of shares reserved for issuance or treasury shares to fulfill its obligations hereunder. 4. Termination of Employment. In the event that the Optionee ceases to be an employee of the Corporation and its subsidiaries for any reason other than as set forth in Section 11.4 of the Plan, this option may, subject to the provisions of the Plan and Section 11 of this Agreement, be exercised (but only to the extent that the Optionee was entitled to do so at the time of the termination of the Optionee's employment) at any time within three (3) months after such termination, but in no case later than the date on which this option was originally scheduled to expire. Any portion of this option which was not exercisable by the Optionee at the time of any such termination of employment shall be cancelled and forfeited and the Optionee shall not have any further rights whatsoever with respect thereto. Notwithstanding the foregoing: (a) If the Optionee's employment is terminated by reason of the Optionee's Disability, or following a Change in Control (as both such terms are defined in the Plan), this option shall vest in full, and may be exercised at any time during the period described above, as provided in Section 11.2(a) of the Plan. (b) If the Optionee's employment is terminated by reason of the Optionee's death, this option shall vest in full, and may be exercised at any time during the period described above, except that twelve (12) months shall be substituted for three (3) months from the date of termination, as provided in Section 11.2(a) of the Plan. (c) If the Optionee's employment is terminated by reason of the Eligible Retirement, as defined in the Plan, this option shall not vest in full at the time of termination, but shall continue to vest on the same dates, and be exercisable during the same periods, as if the Optionee were still employed, as provided in Section 11.2(b) of the Plan. 5. Assignment or Transfer. This option may not be assigned or transferred except by will or by the laws of descent and distribution or pursuant to Section 12.1 of the Plan. 6. Plan and Committee. The construction of the terms of this Agreement shall be controlled by the Plan, a copy of which has been made available to the Optionee, which is hereby made a part hereof as though set forth herein verbatim, and the rights of the Optionee are subject to modification and termination in certain events as provided in the Plan. All words and phrases not otherwise defined herein shall have the meanings provided in the Plan. The Committee's interpretations of and determinations under any of the provisions of the Plan or this Agreement shall be conclusive. 7. Compliance with Law. This option shall not be exercised and no shares shall be issued in respect hereof, unless in compliance with applicable federal and state tax and securities laws. 7.1. Certificate Legends. The certificates for shares purchased pursuant to this option shall bear any legends deemed necessary by the Committee. -2- 7.2. Representations of the Optionee. As a condition to the exercise of this option, the Optionee will deliver to the Corporation such signed representations as may be necessary, in the opinion of counsel satisfactory to the Corporation, for compliance with applicable federal and state securities laws. 7.3. Resale. The Optionee's ability to transfer shares purchased pursuant to this option or securities acquired in lieu thereof or in exchange therefor may be restricted under federal or state securities laws. The Optionee shall not resell or offer for resale such shares or securities unless they have been registered or qualified for resale under all applicable federal and state securities laws or an exemption from such registration or qualification is available in the opinion of counsel satisfactory to the Corporation. 8. Notice. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided, however, that unless and until some other address be so designated, all notices or communications by the Optionee to the Corporation shall be mailed or delivered to the Corporation to the attention of its Secretary at 800 East Northwest Highway, Des Plaines, Illinois 60016, and all notices or communications by the Corporation to the Optionee may be given to the Optionee personally or may be mailed or e-mailed to the Optionee at the most recent address which the Optionee has provided in writing to the Corporation. 9. Tax Treatment. This option is a non-qualified option and shall not be treated as an incentive stock option pursuant to Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). This option is intended to be a nonstatutory stock option which does not provide for the deferral of compensation which would be subject to Section 409A of the Code. The Optionee acknowledges that the tax treatment of this option, shares subject to this option or any events or transactions with respect thereto may be dependent upon various factors or events which are not determined by the Plan or this Agreement. The Corporation makes no representations with respect to and hereby disclaims all responsibility as to such tax treatment. 10. Withholding Taxes. The Corporation shall have the right to require the Optionee to remit to the Corporation an amount sufficient to satisfy any federal, state or local withholding tax requirement prior to the delivery of any shares of Common Stock acquired by the exercise of this option. In each case of the exercise of this option, the Corporation will notify the Optionee of the amount of the withholding tax which must be paid under federal and, where applicable, state and local law. Upon receipt of such notice, the Optionee shall promptly remit to the Corporation the amount specified in such notice. No amounts of income received by the Optionee pursuant to this Agreement shall be considered compensation for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Corporation or any of its Subsidiaries. -3- 11. Non-competition Forfeiture Provisions. The Optionee acknowledges that a primary objective of the Corporation in deciding to grant this option to the Optionee under this Agreement is to provide the Optionee with an incentive to acquire shares of Common Stock and remain an employee of the Corporation and/or one or more of its Subsidiaries and that this objective will not have been accomplished if the Optionee exercises this option, in whole or in part, and shortly thereafter terminates his or her employment with the Corporation and/or one or more of its Subsidiaries and becomes an employee of a Competitor (as such term is hereinafter defined) of the Corporation or any of its Subsidiaries. Therefore, notwithstanding anything else to the contrary contained in the Plan or this Agreement, in the event that the Optionee shall accept employment with, or become employed by, a Competitor as an officer, employee, consultant, agent, representative or otherwise, or in the event that any of the Forfeiture Events described in Section 11.4 of the Plan occur during the Optionee's employment with the Corporation or any of its Subsidiaries or within twelve (12) months thereafter, the Optionee agrees that: (i) all unexercised options to acquire Common Stock then held by the Optionee which have been granted by the Corporation to the Optionee pursuant to this Agreement shall be deemed to be cancelled and forfeited and the Optionee shall not have any further rights whatsoever with respect thereto; and (ii) the Optionee shall immediately pay to the Corporation an amount equal to the product of (x) the aggregate number of shares of Common Stock respecting which the Optionee exercised options to acquire shares of Common Stock granted pursuant to this Agreement at any time during the 180 days preceding the earlier of the date the Optionee accepted or commenced employment with a Competitor and (y) the aggregate differences between the exercise prices of any such options and the respective Fair Market Values (as such term is defined in Section 2.14 of the Plan) of the Common Stock on the respective dates of exercise of such options (the "Forfeited Options Gain"). As used herein, the term "Competitor" shall mean any person or entity, or any affiliate thereof, which manufactures, distributes or sells circuit protection products in competition with the Corporation or any of its Subsidiaries. In the event that the Optionee shall fail to immediately pay to the Corporation the Forfeited Options Gain, the Optionee shall be liable to the Corporation for all costs, expenses and attorneys' fees incurred by the Corporation in connection with collecting the Forfeited Options Gain from the Optionee, plus interest at a per annum rate equal to the lower of 12% or the highest rate permitted by applicable law. The Optionee agrees that the Corporation and its Subsidiaries compete worldwide in the sale of circuit protection products and that the forfeiture provisions of this Section 11, and Section 11.3 of the Plan, are reasonable as they relate to the objectives of the Corporation in deciding to grant the option to the Optionee under this Agreement. In the event that any court shall finally hold that any provision of this Agreement constitutes an unreasonable or unenforceable restriction against the Optionee, the Optionee agrees that the provisions hereof shall not be rendered void but shall apply to such extent as such court may judicially determine or indicate constitutes a reasonable and enforceable restriction under the circumstances involved. The Corporation and the Optionee each request that any such court which holds that any of the provisions of this Agreement constitutes an unreasonable or unenforceable restriction against the Optionee make a determination of what would constitute a reasonable and enforceable restriction under the circumstances involved and to reform this Agreement accordingly. -4- 12. No Right to Continued Employment. Nothing in the Plan or in this Agreement shall confer upon the Optionee any right to continue in the employ or service of the Corporation or any of its Subsidiaries or interfere in any way with the right of the Corporation or its Subsidiaries to terminate such employment or service at any time. 13. Governing Law. Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the statutory or common law of another jurisdiction. IN WITNESS WHEREOF, the Corporation and the Optionee have executed this Stock Option Agreement effective as of the date first set forth above. LITTELFUSE, INC. OPTIONEE: By ---------------------------------- ---------------------------------------- Its --------------------------------- -5- EX-99.4 4 c14737exv99w4.txt FORM OF PERFORMANCE SHARES AGREEMENT EXHIBIT 99.4 FORM OF LITTELFUSE, INC. PERFORMANCE SHARES AGREEMENT UNDER THE LITTELFUSE, INC. EQUITY INCENTIVE COMPENSATION PLAN THIS PERFORMANCE SHARES AGREEMENT is entered into as of _______ __, 20__, between _____________________ (the "Recipient") and LITTELFUSE, INC., a Delaware corporation (the "Corporation"), with reference to the following facts: A. Pursuant to the Littelfuse, Inc. Equity Incentive Compensation Plan (the "Plan"), the Corporation is authorized to grant awards of rights ("Performance Shares") to acquire shares of its Common Stock, $.01 par value (the "Common Stock"), on a restricted basis as provided in the Plan to officers and employees of the Corporation or any Subsidiary as an incentive for future performance. B. The Corporation desires to grant Performance Shares to the Recipient. NOW, THEREFORE, IN CONSIDERATION of the foregoing facts and other good and valuable consideration, the parties hereto hereby agree as follows: 1. Grant of Performance Shares. (a) The Corporation hereby grants to the Recipient an award of Performance Shares (the "Award") entitling the Recipient to acquire up to _______ shares of the Common Stock (hereinafter referred to as the "Maximum Performance Shares Amount"), subject in all respects to the provisions of the Plan and the terms and conditions set forth herein. (b) Plan and Committee. The construction of the terms of this Agreement shall be controlled by the Plan, a copy of which has been made available to the Recipient, which is hereby made a part hereof as though set forth herein verbatim, and the rights of the Recipient are subject to modification and termination in certain events as provided in the Plan. All words and phrases not otherwise defined herein shall have the meanings provided in the Plan. The Committee's interpretations of and determinations under any of the provisions of the Plan or this Agreement shall be conclusive. 2. Number of Performance Shares Deemed Earned. (a) The number of Performance Shares which the Recipient shall be entitled to be issued or paid for in cash pursuant to this Agreement shall be determined pursuant to the following formula (the number of Performance Shares resulting from said formula shall be referred to as the "Earned Performance Shares Amount"): (i) The Recipient shall be deemed to have earned no Performance Shares in the event that EBITDA Growth is less than __% or Average RONTA is less than __%. (ii) The Recipient shall be deemed to have earned __% of the Maximum Performance Shares Amount if EBITDA Growth is equal to or greater than __% but less than __%, and Average RONTA is equal to or greater than __% but less than __%. For each full percentage point above the EBITDA Growth minimum of __%, the recipient will earn an incremental __% of the Maximum Performance Shares Amount, up to a maximum of an additional __% of the Maximum Performance Shares Amount. Additionally, for each full percentage point above the Average RONTA minimum of __%, the recipient will earn an incremental __% of the Maximum Performance Shares Amount up to a maximum of an additional __% of the Maximum Performance Shares Amount. Therefore, the Maximum Performance Shares Amount is earned only when EBITDA Growth is greater than __% and Average RONTA is greater than __%. The chart attached hereto as Exhibit A illustrates the application of the foregoing formula. (b) As used herein, the term "EBITDA" shall mean the consolidated net income of the Corporation for each of the 20__, 20__ and 20__ fiscal years of the Corporation (hereinafter said three (3) year period is referred to as the "Performance Period"); provided, however, that in calculating said consolidated net income, no deductions shall be made for any interest, taxes, depreciation or amortization. (c) As used herein, the term "EBITDA Growth" shall mean the compound annual growth rate in EBITDA from fiscal year 20__ through fiscal year 20__ defined mathematically as follows (but expressed as a percentage): EBITDA Growth = (fiscal year 20__ EBITDA / fiscal year 20__ EBITDA)1/3 - 1 (d) As used herein, the term "RONTA" shall mean the percentage return on net tangible assets for the Corporation for each of the fiscal years of the Corporation during the Performance Period, calculated for each such fiscal year by dividing the consolidated net income of the Corporation for such fiscal year by the average of the amounts of (x) the total assets minus the total intangible assets minus the total current liabilities of the Corporation at the beginning of such fiscal year and (y) the total assets minus the total intangible assets minus the total current liabilities of the Corporation at the end of such fiscal year; provided, however, that current liabilities shall not include the current portion of long term debt for purposes of this calculation. (e) As used herein, the term "Average RONTA" shall mean the average RONTA for each of the three fiscal years of the Corporation during the Performance Period. (f) To the extent applicable, all calculations of EBITDA and RONTA, and the components thereof, shall be made in accordance with generally accepted accounting principles consistently applied. (g) In the event that the Corporation shall amend its financial statements for any of its fiscal years 20__, 20__ or 20__ at any time after _______ __, 20__, and before _________ __, 20__, so that any of the items used to calculate EBITDA or RONTA for -2- any of those fiscal years are materially changed, the Committee, in its discretion, may make appropriate adjustments to the number of Performance Shares deemed earned pursuant to Section 2 hereof. (h) In the event that the Corporation or any Subsidiary shall be a party to any merger or consolidation or acquisition of assets, shall sell all or substantially all of its assets or enter into any other transaction which, in the good faith opinion of the Committee, will have a material effect (either positive or negative) on EBITDA or RONTA during the Performance Period or the ability of the Recipient to obtain the economic benefit contemplated by this Agreement, the Committee shall appropriately and reasonably adjust the formula contained in Section 2(a) to provide the Recipient with substantially the same opportunity to obtain substantially the same economic benefit that the Recipient would have if said transaction had not been entered into, said adjustment to be evidenced in a writing delivered by the Corporation to the Recipient. (i) In the event that at anytime from and after the date hereof to and including __________ __, 20__, there shall occur any changes in the outstanding Common Stock by reason of stock dividends, split-ups, recapitalizations, mergers, consolidations, combinations, exchanges of shares, separations, reorganizations, liquidations and the like, the Committee shall appropriately and reasonably adjust the Maximum Performance Shares Amount, the Earned Performance Shares Amount, the number of any earned but unissued Performance Shares and/or the amount of any earned but unpaid Performance Payments. (j) Notwithstanding the foregoing, if the Recipient is a Named Executive Officer, the Recipient shall not be entitled to any Performance Shares unless and until the Committee has determined and certified that the targets set forth in Section 2(a) have been satisfied, in accordance with the requirements of Section 162(m) of the Internal Revenue Code of 1986 (the "Code"). 3. Issuance of Performance Shares. In the event that the Recipient is deemed to have earned any Performance Shares pursuant to the provisions of Section 2 hereof, a certificate or certificates representing that number of shares of the Common Stock which is equal to one-half (1/2) of the Earned Performance Shares Amount shall be issued in the Recipient's name on or before ________ __, 20__, provided the Recipient has theretofore delivered to the Corporation a stock power signed in blank by the Recipient with respect to such Performance Shares and in a form which is acceptable to the Corporation which may be used by the Corporation to cancel such Performance Shares in accordance with the provisions of the Plan and this Agreement. Upon issuance of the certificate or certificates for such Performance Shares, the Recipient shall be a stockholder with respect to such Performance Shares and, subject to the restrictions contained in Section 5 hereof, shall have all the rights of a stockholder with respect to such Performance Shares, including but not limited to, the right to vote such Performance Shares and to receive dividends and other distributions paid with respect to such Performance Shares. The certificate or certificates representing such Performance Shares, together with the executed stock power, shall be held in custody by the -3- Corporation or an agent therefor pursuant to the provisions of the Plan for the account of the Recipient. 4. Payment of Cash in Lieu of Issuance of Performance Shares. In the event that the Recipient is deemed to have earned any Performance Shares pursuant to the provisions of Section 2 hereof, the Corporation shall pay to the Recipient on each of _________ __, 20__, 20__ and 20__, an amount in cash (in lieu of the issuance of Performance Shares) equal to the product of (i) one-sixth (1/6th) of the Earned Performance Shares Amount multiplied by (ii) the Fair Market Value of the Common Stock on the payment date, as defined in Section 2.14 of the Plan (hereinafter referred to as a "Performance Payment"). 5. Restrictions. The Performance Shares awarded pursuant to this Agreement and any Performance Shares or Performance Payments which may be deemed to be earned or owing with respect thereto shall be subject to the following terms and conditions (the "Restrictions"): (i) the Recipient shall not be entitled to delivery of a certificate representing the Performance Shares until the Restrictions pertaining thereto shall be terminated pursuant to either Sections 6 or 7 hereof; (ii) the Award may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of; (iii) none of the Performance Shares may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of until the Restrictions pertaining thereto shall be terminated pursuant to either Sections 6 or 7 hereof; (iv) all of the Performance Shares shall be forfeited and cancelled and all rights of the Recipient to such Performance Shares and any Performance Shares or Performance Payments which may be deemed to be earned or owing with respect thereto shall terminate without further obligation on the part of the Corporation in the event that the Recipient ceases to be an Employee for any reason prior to ________ __, 20__; (v) all of the Performance Shares which are issued pursuant to Section 3 hereof shall be forfeited and cancelled and the Recipient shall have no further rights whatsoever with respect thereto in the event the Recipient ceases to be an Employee prior to ________ __, 20__, for any reason other than a reason set forth in Section 7 hereof; (vi) two-thirds (2/3rds) of any Performance Shares which are issued pursuant to Section 3 hereof shall be forfeited and cancelled and the Recipient shall have no further rights whatsoever with respect thereto in the event the Recipient ceases to be an Employee prior to ________ __, 20__, for any reason other than a reason described in Section 7 hereof; -4- (vii) one-third (1/3rd) of any Performance Shares which are issued pursuant to Section 3 hereof shall be forfeited and cancelled and the Recipient shall have no further rights whatsoever with respect thereto in the event the Recipient ceases to be an Employee prior to ________ __, 20__, for any reason other than a reason described in Section 7 hereof; (viii) any right of the Recipient to receive any Performance Payments pursuant to Section 4 hereof shall be forfeited and cancelled and the Recipient shall have no further rights whatsoever with respect thereto in the event the Recipient ceases to be an Employee prior to the applicable payment date for such Performance Payment for any reason other than a reason described in Section 7 hereof; and (ix) Notwithstanding any other provision of this Section 5 or of Section 6 or 7, upon the occurrence of any of the Forfeiture Events described in Section 11.4 of the Plan, all rights to Performance Shares and Performance Payments that have not yet vested shall be forfeited, and the Recipient shall be required to repay the Award Gain in accordance with the provisions of Section 11.3 of the Plan. 6. Vesting of Performance Shares. The Restrictions respecting the Performance Shares issued pursuant to Section 3 hereof which have not theretofore been forfeited and cancelled pursuant to Section 5 hereof shall terminate with respect to one-third (1/3rd) of such Performance Shares on each of ________ __, 20__, ________ __, 20__ and _______ __, 20__. 7. Termination of Restrictions upon Certain Events. The Restrictions shall terminate with respect to all of the Performance Shares and the Performance Payments which have not theretofore been forfeited and cancelled pursuant to Section 5 hereof upon the first to occur of the following events: (i) the death of the Recipient; (ii) the Disability of the Recipient; (iii) the dates specified in Section 6, notwithstanding the Recipient's prior termination of employment, if the Recipient's employment is terminated due to an Eligible Retirement; or (iv) the occurrence of a Change in Control. 8. Issuance of Stock Certificate for Vested Performance Shares. Upon the termination of the Restrictions respecting any Performance Shares pursuant to Section 6 hereof, the Corporation shall within fifteen (15) days thereafter cause a stock certificate representing such Performance Shares to be delivered to the Recipient, free and clear of all Restrictions. -5- 9. Accelerated Delivery of Stock Certificate and Payment of Performance Payments. Upon the termination of the Restrictions respecting any Performance Shares pursuant to Section 7 hereof, the Corporation shall within fifteen (15) days thereafter cause a stock certificate representing such Performance Shares to be delivered to the Recipient, free and clear of all Restrictions, and shall within fifteen (15) days thereafter pay in cash an amount equal to the product of (i) 1/2 (if such termination occurs on or prior to ________ __, 20__), 1/3 (if such termination occurs after _________ __, 20__, and on or prior to _________ __, 20__) or 1/6 (if such termination occurs after ________ __, 20__) of the Earned Performance Shares Amount multiplied by (ii) the Market Price of the Common Stock on the date of such termination; provided, however, that if any such Performance Shares or Performance Payment is deemed under Section 409A of the Code to be compensation deferred under a nonqualified deferred compensation plan, the Recipient is a "specified employee," as such term is defined under such Section 409A, and the restrictions on the Performance Shares are deemed to have been terminated as a result of a separation from service (as such term is used in such Section 409A) then such stock certificate shall not be delivered and such payment shall not be made to the Recipient until the first business day following the six-month anniversary of the date of such separation from service (or, if earlier, the date of death of the Recipient). 10. Compliance with Law. No Performance Shares shall be issued pursuant to this Agreement unless said issuance is in compliance with applicable federal and state tax and securities laws. 10.1. Certificate Legends. The certificates for Performance Shares issued pursuant to this Agreement shall bear any legends deemed necessary or appropriate by the Corporation. 10.2. Representations of the Recipient. At the request of the Corporation, the Recipient will deliver to the Corporation such signed representations as may be necessary, in the opinion of counsel satisfactory to the Corporation, for compliance with applicable federal and state securities laws. 10.3. Resale. In addition to the restrictions contained in the Plan, the Recipient's ability to transfer Performance Shares issued pursuant to this Agreement or securities acquired in lieu thereof or in exchange therefor may be restricted under federal or state securities laws. The Recipient shall not resell or offer for resale such Performance Shares or securities unless they have been registered or qualified for resale under all applicable federal and state securities laws or an exemption from such registration or qualification is available in the opinion of counsel satisfactory to the Corporation. 11. Notice. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided, however, that unless and until -6- some other address be so designated, all notices or communications by the Recipient to the Corporation shall be mailed or delivered to the Corporation to the attention of its Secretary at 800 East Northwest Highway, Des Plaines, Illinois 60016, and all notices or communications by the Corporation to the Recipient may be given to the Recipient personally or may be mailed to the Recipient at the most recent address which the Recipient has provided in writing to the Corporation. 12. Tax Treatment. The Recipient acknowledges that the tax treatment respecting the Performance Shares issued and Performance Payments made pursuant to this Agreement or any events or transactions with respect thereto may be dependent upon various factors or events which are not determined by the Plan or this Agreement. The Corporation makes no representations to the Recipient with respect to and hereby disclaims all responsibility as to such tax treatment. 13. Withholding Taxes. The Corporation shall have the right to deduct from the amount of any Performance Payment an amount sufficient to satisfy any federal, state or local withholding tax requirement. The Corporation shall have the right to require the Recipient to remit to the Corporation an amount sufficient to satisfy any federal, state or local withholding tax requirement prior to the issuance or delivery of any Performance Shares to the Recipient. The Corporation will notify the Recipient of the amount of the withholding tax which must be paid under federal and, where applicable, state and local law. Upon receipt of such notice, the Recipient shall promptly remit to the Corporation the amount specified in such notice. No amounts of income received by the Recipient pursuant to this Agreement shall be considered compensation for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Corporation or any subsidiary. 14. Effect on SERP. The Corporation and the Recipient agree that neither the value of any shares of Common Stock issued, nor the amount of any cash paid, to the Recipient pursuant to this Agreement shall be included in the definition of "Compensation" under the Littelfuse, Inc. Supplemental Executive Retirement Plan. IN WITNESS WHEREOF, the Corporation and the Recipient have executed this Performance Shares Agreement effective as of the date first set forth above. LITTELFUSE, INC. RECIPIENT: By ---------------------------------- ---------------------------------------- Its --------------------------------- ---------------------------------------- -7- EXHIBIT A over __% __% __% __% __% __% >__< __% __% __% __% __% __% - - EBITDA >__< __% __% __% __% __% __% - - GROWTH >__< __% __% __% __% __% __% - - >__< __% __% __% __% __% __% - - >__< __% >__< __% >__< __% >__< __% over __% - - - -
AVERAGE RONTA -1- EX-99.5 5 c14737exv99w5.txt FORM OF STOCK OPTION AWARD AGREEMENT EXHIBIT 99.5 FORM OF STOCK OPTION AWARD AGREEMENT UNDER THE LITTELFUSE, INC. OUTSIDE DIRECTORS' EQUITY PLAN TO: ______________ To encourage your continued service as a member of the Board of Directors of Littelfuse, Inc. (the "Company"), you (the "Optionee") have been granted this stock option award (the "Award") pursuant to the Littelfuse, Inc. Outside Directors' Equity Plan (the "Plan"), a copy of which has been made available to you. The Award gives you certain rights to purchase shares of the common stock, $.01 par value (the "Common Stock"), of the Company (the "Option"), subject to the provisions of this agreement (this "Agreement") and the Plan. The terms of the Award are as set forth in this Agreement and in the Plan. The Plan is incorporated into this Agreement by reference, which means that this Agreement is limited by and subject to the terms and provisions of the Plan. In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. Capitalized terms that are used but not defined in this Agreement have the meanings given to them in the Plan. The terms of the Award are as follows: 1. Grant Date: ________________, 20__ ("Grant Date") 2. Number of Shares of Common Stock Subject to Option: ________________ 3. Exercise Price Per Share: $____________ 4. Option Expiration Date: ______________________ 5. Vesting Schedule: The Option will vest according to the following schedule:
PERIOD OF OPTIONEE'S CONTINUOUS SERVICE FROM THE PERCENT OF OPTION THAT GRANT DATE BECOMES VESTED - ------------------------------- ---------------------- 1 Year 33 1/3% 2 Years 33 1/3% 3 Years 33 1/3%
6. Exercise of Option. Subject to the terms of the Plan and this Agreement, the Option may be exercised by you with respect to (i) one-third (1/3rd) of the shares of Common Stock covered by the Option during the six (6) year period commencing one (1) year following the Grant Date; (ii) an additional one-third (1/3rd) of the shares of Common Stock covered by the Option during the five (5) year period commencing two (2) years following the Grant Date; and (iii) an additional one-third (1/3rd) of the shares of Common Stock covered by the Option during the four (4) year period commencing three (3) years following the Grant Date. The Option shall be exercised by delivery of written notice to the Corporation stating the number of shares of Common Stock with respect to which the Option is being exercised, together with full payment of the purchase price therefor. Payment may be made in cash or in such other form or combination of forms permitted by the Plan as shall be acceptable to the Committee. 7. Termination of Membership on Board. The following provisions shall govern the extent to which the Option shall vest and, if applicable, the period for which the Option remains exercisable, if your membership on the Board is terminated before the Option would otherwise have vested: (a) Death, Disability or Change in Control. In the event that your membership on the Board terminates by reason of death or Disability, or following a Change in Control, the Option shall immediately become fully vested and shall remain exercisable until the earlier of (i) the remainder of the term of the Option, or (ii) three months (or twelve months in the case of death) from the date of such termination. In the case of your death, your beneficiary or estate may exercise the Option. (b) Termination after Five Years of Service. In the event that your membership on the Board terminates after you have served as a member of the Board for at least five years (other than by removal from the Board for cause, as determined by the Board), the Option shall immediately become fully vested and shall remain exercisable until the earlier of (i) the remainder of the term of the Option, or (ii) twelve months from the date of such termination. (c) Other Termination. In the event that your membership on the Board terminates prior to a Change in Control for any reason other than death or Disability and you have not theretofore served as a member of the Board for at least five years, the Option, to the extent vested on the date of the termination, shall remain exercisable until the earlier of (i) the remainder of the term of the Option, or (ii) three months from the date of such termination. In such circumstance, the Option shall only be exercisable to the extent that it was exercisable as of such termination date and shall not be exercisable with respect to any additional shares. 8. Assignment or Transfer. The Option may not be assigned or transferred except by will or by the laws of descent and distribution or pursuant to Section 10 of the Plan. 9. Plan and Committee. The construction of the terms of this Agreement shall be controlled by the Plan, and your rights with respect to the Option are subject to modification and termination in certain events as provided in the Plan. The Committee's interpretations of and determinations under any of the provisions of the Plan or this Agreement shall be conclusive. 10. Compliance with Law. The Option shall not be exercised and no shares shall be issued in respect hereof, unless in compliance with applicable federal and state tax and securities laws. -2- 11. Certificate Legends. The certificates for shares purchased pursuant to the Option shall bear any legends deemed necessary by the Committee. 12. Representations of the Optionee. As a condition to the exercise of the Option, you will deliver to the Corporation such signed representations as may be necessary, in the opinion of counsel satisfactory to the Corporation, for compliance with applicable federal and state securities laws. 13. Notice. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided, however, that unless and until some other address be so designated, all notices or communications by you to the Corporation shall be mailed or delivered to the Corporation to the attention of its Secretary at 800 East Northwest Highway, Des Plaines, Illinois 60016, and all notices or communications by the Corporation to you may be given to you personally or may be mailed, e-mailed or otherwise delivered to you at the most recent address which you have provided in writing to the Corporation. 14. Tax Treatment. The Option is a non-qualified option and shall not be treated as an incentive stock option pursuant to Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). The Option is intended to be a nonstatutory stock option which does not provide for the deferral of compensation which would be subject to the provisions of Section 409A of the Code. You acknowledge that the tax treatment of the Option, shares subject to the Option or any events or transactions with respect thereto may be dependent upon various factors or events which are not determined by the Plan or this Agreement. The Corporation makes no representations with respect to and hereby disclaims all responsibility as to such tax treatment. 15. Withholding Taxes. The Corporation shall have the right to require you to remit to the Corporation an amount sufficient to satisfy any federal, state or local withholding tax requirement prior to the delivery of any shares of Common Stock acquired by the exercise of the Option. In each case of the exercise of the Option, the Corporation will notify you of the amount of the withholding tax which must be paid under federal and, where applicable, state and local law. Upon receipt of such notice, you shall promptly remit to the Corporation the amount specified in such notice. No amounts of income received by you pursuant to this Agreement shall be considered compensation for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Corporation or any of its Subsidiaries. 16. Registration. The Company currently has an effective registration statement on file with the Securities and Exchange Commission with respect to the shares of Common Stock subject to the Award. The Company intends to maintain this registration but has no obligation to do so. If the registration ceases to be effective, you will not be able to transfer or sell shares of Common Stock issued to you pursuant to the Award unless an exemption from registration under applicable securities laws is available. Such exemptions from registration are very limited and might be unavailable. You agree that any resale by you of the shares of Common Stock issued pursuant to the Award shall comply in all respects with the requirements of all applicable -3- securities laws, rules and regulations and any other law, rule or regulation applicable thereto, as such laws, rules, and regulations may be amended from time to time. The Company shall not be obligated to issue any shares of Common Stock or permit the resale of any shares of Common Stock if such issuance or resale would violate any such requirements. 17. Limitation on Rights; No Right to Future Grants. By entering into this Agreement and accepting the Award, you acknowledge that: (a) the Plan is discretionary and may be modified, suspended or terminated by the Company at any time as provided in the Plan; (b) the grant of the Award is a one-time benefit and does not create any contractual or other right to receive future grants of awards or benefits in lieu of awards; (c) all determinations with respect to any such future grants, including, but not limited to, the times when awards will be granted, the number of shares subject to each award, the award price, if any, and the time or times when each award will be settled, will be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) the Award is not part of normal or expected compensation for any purpose; (f) the future value of the Common Stock subject to the Award is unknown and cannot be predicted with certainty; and (g) neither the Plan, the Award nor the issuance of the Shares confers upon you any right to continue as a director of the Company or any Subsidiary. 18. Change in Capitalization. In the event of a change in the capitalization of the Company due to a stock split, stock dividend, recapitalization, reclassification, merger, consolidation, combination or similar event, the Shares subject to the Option and the terms of the Option shall be appropriately adjusted by the Board of Directors of the Company to reflect such change; provided, however, that no such adjustment shall be made if it would cause the Option to no longer be a nonstatutory stock option which does not provide for the deferral of compensation which would be subject to the provisions of Section 409A of the Code. 19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the statutory or common law of another jurisdiction. -4- 20. Execution of Award Agreement. Please acknowledge your acceptance of the terms and conditions of the Award by signing a copy of this Agreement and returning it to the Company. Dated __________________, 20__ Very truly yours, LITTELFUSE, INC. By ------------------------------------- Name: ---------------------------------- Title: --------------------------------- AGREED AND ACCEPTED: ---------------------------------------- [Director's Name] -5- EX-99.6 6 c14737exv99w6.txt FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT EXHIBIT 99.6 FORM OF LITTELFUSE, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE LITTELFUSE, INC. OUTSIDE DIRECTORS' EQUITY PLAN TO: ______________ To encourage your continued service as a member of the Board of Directors of Littelfuse, Inc. (the "Company"), you (the "Participant") have been granted this restricted stock unit award (the "Award") pursuant to the Littelfuse, Inc. Outside Directors' Equity Plan (the "Plan"), a copy of which has been made available to you. The Award gives you the right to receive shares of the common stock, $.01 par value (the "Common Stock"), of the Company (the "Restricted Stock Units"), subject to the provisions of this agreement (this "Agreement") and the Plan. The terms of the Award are as set forth in this Agreement and in the Plan. The Plan is incorporated into this Agreement by reference, which means that this Agreement is limited by and subject to the terms and provisions of the Plan. In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. Capitalized terms that are used but not defined in this Agreement have the meanings given to them in the Plan. The terms of the Award are as follows: 1. Grant Date: ________________ 2. Number of Restricted Stock Units Subject to This Award: ________________ 3. Vesting Schedule: The Restricted Stock Units will vest according to the following schedule:
PERCENT OF RESTRICTED STOCK UNITS THAT VESTING DATE BECOME VESTED - ---------------------------------- -------------------------------------- ___, 20__ 33 1/3% ___, 20__ 33 1/3% ___, 20__ 33 1/3%
4. Vesting of Restricted Stock Units and Issuance of Shares. Upon each vesting of the Restricted Stock Units (a "Vesting Event") one share of Common Stock shall be issuable for each Restricted Stock Unit that vests on such date (the "Shares"), subject to the terms and provisions of the Plan and this Agreement. The Shares shall be issued, and the Company will deliver stock certificates representing the Shares, to you within fifteen (15) days after each Vesting Event. No fractional shares shall be issued under this Agreement. 5. Deferral Election. On or before _____, 20__ you may elect, pursuant to a written form of deferral election to be provided by the Company to defer receipt of the Shares until the earlier to occur of the following events: (i) a separation from service; or (ii) _____, 20__ (hereinafter said events are referred to as "Distribution Events"). Your election shall be irrevocable (as such term is used in Section 409A of the Code) once made and will not take effect until the first anniversary of the date on which the election is made. If you make such a deferral election, the Shares shall be issued, and the Company will deliver stock certificates representing the Shares, to you within fifteen (15) days after the earlier to occur of the Distribution Events. It is intended that any deferral election made by you comply in all respects with the requirements of paragraphs (2), (3) and (4) of Section 409A of the Code. 6. Termination of Service Prior to Full Vesting. Except as provided in Section 12 hereof, any unvested Restricted Stock Units will terminate automatically and be forfeited to the Company immediately and without further notice upon termination of your service as a director of the Company for any reason. No Shares shall be issued or issuable with respect to any such portion of the Restricted Stock Units that terminate unvested and are forfeited. 7. No Stockholder Rights. During any period in which Restricted Stock Units are outstanding and have not been settled in Common Stock, you shall not have the rights of a stockholder with respect to any shares of Common Stock issuable in connection with the Restricted Stock Units, such as the right to vote shares or the right to receive dividends on shares, but you shall have the right to receive a payment from the Company on each Restricted Stock Unit in lieu of a dividend in an amount equal to the dividend paid on a share of Common Stock at such times as such dividends on shares of Common Stock are paid. 8. Taxes. You are ultimately liable and responsible for all taxes owed in connection with the Award, the Restricted Stock Units and the Shares. The Company does not commit and is under no obligation to structure the Award to reduce or eliminate your tax liability. The Company may refuse to issue any Shares to you until you satisfy any applicable withholding tax obligations. To the maximum extent permitted by law, the Company has the right to retain without notice Shares or cash having a value sufficient to satisfy any such tax withholding obligations from any Shares issuable under the Award or from any compensation payable to you. 9. Registration. The Company currently has an effective registration statement on file with the Securities and Exchange Commission with respect to the shares of Common Stock subject to the Award. The Company intends to maintain this registration but has no obligation to do so. If the registration ceases to be effective, you will not be able to transfer or sell Shares issued to you pursuant to the Award unless an exemption from registration under applicable securities laws is available. Such exemptions from registration are very limited and might be unavailable. You agree that any resale by you of any Shares issued pursuant to the Award shall comply in all respects with the requirements of all applicable securities laws, rules and regulations and any other law, rule or regulation applicable thereto, as such laws, rules, and regulations may be amended from time to time. The Company shall not be obligated to issue the -2- Shares or permit the resale of any Shares if such issuance or resale would violate any such requirements. 10. Limitation on Rights; No Right to Future Grants. By entering into this Agreement and accepting the Award, you acknowledge that: (a) the Plan is discretionary and may be modified, suspended or terminated by the Company at any time as provided in the Plan; (b) the grant of the Award is a one-time benefit and does not create any contractual or other right to receive future grants of awards or benefits in lieu of awards; (c) all determinations with respect to any such future grants, including, but not limited to, the times when awards will be granted, the number of shares subject to each award, the award price, if any, and the time or times when each award will be settled, will be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) the Award is not part of normal or expected compensation for any purpose; (f) the future value of the Common Stock subject to the Award is unknown and cannot be predicted with certainty; and (g) neither the Plan, the Award nor the issuance of the Shares confers upon you any right to continue as a director of the Company or any Subsidiary. 11. Change in Capitalization. In the event of a change in the capitalization of the Company due to a stock split, stock dividend, recapitalization, reclassification, merger, consolidation, combination or similar event, the aggregate Restricted Stock Units subject to the Award and the terms of the Award shall be appropriately adjusted by the Board of Directors of the Company to reflect such change; provided, however, that no such adjustment shall be made if it would cause the Award, the Restricted Stock Units or the Shares to fail to meet the requirements of paragraphs (2), (3) and (4) of Section 409A of the Code or cause the Award, the Restricted Stock Units or the Shares not be operated in accordance with such requirements. 12. Accelerated Vesting. If while any of your Restricted Stock Units remain unvested you should die, become disabled, a Change in Control occurs or you cease serving as a director of the Company after you have served as a director of the Company for at least five years, all unvested Restricted Stock Units shall become fully vested on the date of your death, your becoming disabled, the Change in Control or your ceasing to be a director of the Company after you have served as a director of the Company for at least five years. As used herein, the term "disabled" shall have the same meaning as that term has under Section 409A of the Code and the term "Change in Control" shall have the same meaning as the phrase "a change in ownership or effective control of the [Company], or in the ownership of a substantial portion of the assets of the [Company]" has under Section 409A(a)(2)A(v) of the Code. 13. No Assignment. Neither the Award nor the Restricted Stock Units shall be sold, assigned, transferred, pledged or otherwise encumbered. 14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA, excluding any conflicts or choice of law rule or principle that might otherwise refer constuction or interpretation of this Agreement to the statutory or common law or another jurisdiction. -3- 15. Execution of Award Agreement. Please acknowledge your acceptance of the terms and conditions of the Award by signing a copy of this Agreement and returning it to the Company. Dated ___________________, 20__ Very truly yours, LITTELFUSE, INC. By ------------------------------------- Name: ---------------------------------- Title: --------------------------------- AGREED AND ACCEPTED: ---------------------------------------- [Director's Name] -4- -----END PRIVACY-ENHANCED MESSAGE-----