false0000889331LITTELFUSE INC /DE 0000889331 2020-04-22 2020-04-22


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: April 22, 2020
(Date of earliest event reported)
 
LITTELFUSE, INC.
(Exact name of registrant as specified in its charter)
Delaware
0-20388
36-3795742
(State of other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
8755 W. Higgins Road, Suite 500, Chicago, IL 60631
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (773) 628-1000
 
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))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol
 
Name of exchange on which registered
Common Stock, par value $0.01 per share
 
LFUS
 
NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐











Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Executive Officer Changes

On April 22, 2020, Mr. Michael Rutz notified Littelfuse, Inc. (the "Company") of his voluntary resignation as the Company's Senior Vice President and General Manager, Semiconductor Products, effective May 8, 2020. Mr. Rutz's resignation is not the result of any disagreement with the policies, practices or procedures of the Company.

In connection with Mr. Rutz's resignation, Mr. Deepak Nayar, currently the Company's Senior Vice President and General Manager, Electronics and Industrial Business, will assume increased responsibilities related to the semiconductor products business as the Company's Senior Vice President and General Manager, Electronics Business.

As a result of Mr. Nayar's increased responsibilities, the Board of Directors has approved (i) an increase in Mr. Nayar’s base salary from $367,980 to $425,000, and (ii) an increase in his 2020 annual incentive plan target from 65% to 70% of base salary.

In addition, the Board awarded 3,785 restricted stock units (“RSUs”) to Mr. Deepak Nayar, under the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan (the “Plan”). The RSUs fully vest after three years and entitle Mr. Nayar to receive one share of common stock per unit upon vesting. The RSUs are subject to the Company's form of restricted stock unit agreement which sets forth the terms and conditions of the award and was previously filed as an exhibit to the Company’s Current Report on Form 8-K filed July 26, 2016.

New Forms of Equity Award Agreements

On April 23, 2020, in connection with equity grants to named executive officers and non-employee directors under the Plan, the Board of Directors of Littelfuse, Inc. approved: (i) a new form of restricted stock unit award agreement for grants of restricted stock units to executive officers (the “RSU Award Agreement”), (ii) a new form of stock option award agreement for option grants to executive officers (the “Option Award Agreement”), (iii) a new form of restricted stock unit award agreement for grants of restricted stock units to non-employee directors (the “Director RSU Agreement”), and (iv) a new form of stock option award agreement for option grants to non-employee directors (the “Director Option Agreement” and, collectively with the RSU Award Agreement, Option Award Agreement, and Director RSU Agreement, the “Award Agreements”). Each of the Award Agreements has material terms that are substantially similar to those in the forms of award agreements last approved by the Board and previously disclosed by the Company except that the format of the agreements has been updated and the Company has made certain ministerial and conforming changes.

Such descriptions of the terms of the new forms of each of the Award Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the new form of Award Agreements, copies of which are filed as Exhibits 10.1, 10.2, 10.3, and 10.4 hereto and are incorporated herein by reference.

Item 5.07
Submission of Matters to a Vote of Security Holders.

On April 23, 2020, the Company held its 2020 Annual Meeting of Stockholders. A quorum was present at the meeting as required by the Company’s Bylaws. The results of voting for each matter submitted to a vote of stockholders at the meeting are as follows.
 
Proposal 1: Election of Directors
 
The ten director nominees were elected to serve as directors until the 2021 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, by the votes set forth below.




Nominee
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Kristina A. Cerniglia
 
21,759,788
 
271,122
 
7,230
 
1,117,459
Tzau-Jin Chung
 
21,010,250
 
1,010,241
 
17,649
 
1,117,459
Cary T. Fu
 
21,498,581
 
532,153
 
7,406
 
1,117,459
Maria C. Green
 
21,989,078
 
41,800
 
7,262
 
1,117,459
Anthony Grillo
 
21,154,637
 
865,848
 
17,655
 
1,117,459
David W. Heinzmann
 
21,659,394
 
371,204
 
7,542
 
1,117,459
Gordon Hunter
 
21,168,349
 
852,232
 
17,559
 
1,117,459
John E. Major
 
20,761,075
 
1,259,504
 
17,561
 
1,117,459
William P. Noglows
 
20,842,822
 
1,177,642
 
17,676
 
1,117,459
Nathan Zommer
 
21,283,767
 
746,680
 
7,693
 
1,117,459
 
Proposal 2: Advisory Vote on Compensation of Named Executive Officers
 
The stockholders approved, on an advisory, non-binding basis, the compensation of our named executive officers, by the votes set forth below. 

For
 
Against
 
Abstain
 
Broker Non-Votes
20,505,719
 
1,183,534
 
348,887
 
1,117,459
 
Proposal 3: Approval and Ratification of the Appointment of Grant Thornton LLP as the Company’s Independent Auditors
 
The appointment of Grant Thornton LLP as the Company’s independent auditors for the fiscal year ending December 26, 2020 was approved and ratified, by the votes set forth below.
For
 
Against
 
Abstain
23,120,554
 
18,227
 
16,818
Item 9.01
Financial Statements and Exhibits.

 







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: April 24, 2020
By: /s/ Ryan K. Stafford
 
Ryan K. Stafford
Executive Vice President, Chief Legal and Human Resources Officer and Corporate Secretary





EXHIBIT INDEX




EXHIBIT 10.1

AMENDED AND RESTATED LITTELFUSE, INC. LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT
(Tier I)

Littelfuse, Inc. (the “Company”) hereby grants to [Name] (the “Grantee”), a Participant in the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan, as amended from time-to-time (the “Plan”), a Restricted Stock Unit Award (the “Award”) for units representing shares of common stock of the Company (“Restricted Stock Units” or “RSUs”), subject to the terms and conditions as described herein. This agreement to grant Restricted Stock Units (the “Award Agreement”), is effective as of [Date] (the “Grant Date”).

RECITALS

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 (the “Committee”), or its delegate, has the exclusive authority to interpret and apply the Plan and this Award Agreement.

C.
The Committee has approved the granting of Restricted Stock Units 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.

In consideration of the mutual covenants and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Grantee agree as follows:

1.
Grant of Restricted Stock Units. The Company hereby grants to the Grantee a Restricted Stock Unit 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 RSUs
Restricted Stock Units
[date]
[number]

2.
Vesting of Restricted Stock Units. Subject to the provisions of Section 3, the RSUs will vest (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.
Termination of Employment or Service.

a.
General. Except as otherwise set forth in Sections 3 b., 3c. and 3d. 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 RSU 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.


1

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 RSUs shall become immediately vested.

c.
Death or Disability. If the Grantee terminates all employment and service with the Company and its subsidiaries as a result of death or Disability, the unvested portion of the RSU shall vest pro-rata, based on the Grantee’s continuous employment and service with the Company or any of its subsidiaries completed from the Grant Date to the date of termination (rounded down to the nearest whole number so that no fractional shares will vest).

d.
Change in Control. In the event of a Change in Control, then the unvested portion of the RSUs shall become immediately vested.

The existence of Cause or good standing will be determined in the sole discretion of the Chief Legal Officer of the Company (or, in the case of an RSU held by such officer, the Chief Executive Officer of the Company). Also, the Committee may, in its sole discretion, choose to accelerate the vesting of the Award in special circumstances.

4.
Delivery of Stock. As soon as reasonably practicable following each vesting date, the vested RSUs shall be converted into Stock, or the equivalent value in cash, and delivered to the Grantee, pursuant to Section 8.3 of the Plan; provided, such Stock or equivalent value in cash shall be delivered to the Grantee no later than 60 days following the applicable vesting date. Fractional shares will not be paid.

5.
Responsibility for Taxes and Withholding. The Grantee acknowledges that, regardless of any action the Company or its subsidiary employing the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (the “Tax-Related Items”), 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 RSUs, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs into Stock or the receipt of an equivalent cash payment, the subsequent sale of any Stock acquired at vesting and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs 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 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.

Prior to any relevant taxable or tax withholding event, as applicable, the Grantee shall pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, pursuant to Section 16 of the Plan, if permissible under local law and subject to any restrictions provided by the Committee prior to the vesting of the RSUs, the Grantee authorizes the Company or the Employer, or their respective agents, to withhold whole shares of Stock to be issued upon vesting/settlement of the RSUs equal to all applicable Tax-Related Items, rounded down to the nearest whole share (“net settlement”). Alternatively, or in addition, subject to any restrictions provided by the Committee prior to the vesting of the RSUs, the Grantee authorizes the Company and/or the Employer, or their respective agents, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation payable to the Grantee by the Company and/or the Employer; (ii) withholding from proceeds of the sale of shares of Stock acquired upon vesting/settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) personal check or other cash equivalent acceptable to the Company or the Employer (as applicable).

2

Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or such greater amounts not to exceed the maximum statutory rate necessary, in the applicable jurisdiction, to satisfy federal, state, and local withholding tax requirements (but only if withholding at a rate greater than the minimum statutory rate will not result in adverse financial accounting consequences). In the event that the Company or the Employer withholds an amount for Tax-Related Items that exceeds the maximum withholding amount under applicable law, the Grantee shall receive a refund of such over-withheld amount in cash and shall have no entitlement to an equivalent amount in Stock. If the obligation for Tax-Related Items is satisfied by withholding a number of shares of Stock as described herein, for tax purposes, the Grantee shall be deemed to have been issued the full number of shares of Stock subject to the Award, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of the Grantee’s participation in the Plan.

Finally, the Grantee shall pay to the Company or to the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver shares or the proceeds of the sale of shares of Stock if the Grantee fails to comply with his or her obligation in connection with the Tax-Related Items.

6.
Transferability. The RSUs 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 RSUs shall remain subject to the terms of the Plan.

7.
Adjustment of Shares. In the event of any transaction described in Section 4.3 of the Plan, the terms of this Award may be adjusted as set forth in Section 4.3 of the Plan.

8.
Shareholder Rights. The grant of RSUs 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 an RSU until the RSU is vested and shares of Stock 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 vesting date, except as provided under the Plan.

9.
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 RSUs 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.

3


10.
Appendix. Notwithstanding any provisions in this Award Agreement, the grant of the RSUs 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.

11.
Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the RSU 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.

12.
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.

13.
Amendments. Except as otherwise provided in Section 14, this Award Agreement may be amended only by a written agreement executed by the Company and the Grantee.

14.
Section 409A. The RSUs are intended to comply with 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 RSUs fail 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 RSUs to comply with Section 409A. Any payments under this Award shall be treated as separate payments for purposes of Section 409A. For purposes of determining timing of payments, any references to retirement, resignation, or termination of employment or service shall mean a “separation of service” as defined in Section 409A, and any payment to a “specified employee” within the meaning of Section 409A made on account of a separation from service shall be subject to a 6-month specified employee delay in accordance with Section 13.2(b) of the Plan.

15. Governing Law. This Award Agreement shall be construed under the laws of the State of Delaware.

IN WITNESS WHEREOF, the Company has caused this Award Agreement to be executed in its name and on its behalf, as of the Grant Date.



LITTELFUSE, INC.



By:_______________________
Name:____________________
Title:_____________________



4
EXHIBIT 10.2

AMENDED AND RESTATED LITTELFUSE, INC. LONG-TERM INCENTIVE PLAN

STOCK OPTION AWARD AGREEMENT
(Tier I)

Littelfuse, Inc. (the “Company”) hereby grants to [Name] (the “Grantee”), a Participant in the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan, as amended from time-to-time (the “Plan”), a nonqualified option to purchase shares of Littelfuse, Inc. common stock (the “Options” or “Award”), subject to the terms and conditions as described herein. This agreement to grant Options (the “Award Agreement”) is effective as of [Date] (the “Grant Date”).

RECITALS

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.

In consideration of the mutual covenants and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Grantee agree as follows:

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.

1


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.

Other than due to termination for Cause, any vested Option will remain exercisable for 3 months following the Grantee’s termination of employment and service (or the Option Expiration Date, if sooner). In any event, if the Grantee’s termination of employment or service is due to Cause, all Options will expire on the date of termination, regardless of the vesting date.

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.

If the Grantee terminates all employment and service with the Company as a result of his or her Disability, as defined in the Plan, all unvested Options shall become immediately vested and the Options will remain exercisable for 3 months following the date of termination.

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.

The existence of Cause or good standing will be determined in the sole discretion of the Chief Legal Officer of the Company (or, in the case of an Option held by such officer, the Chief Executive Officer of the Company). Also, the Committee may, in its sole discretion, choose to accelerate the vesting of the Award in special circumstances.

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”).

2


Anything to the contrary herein notwithstanding, the Options cannot be exercised, and the Company shall not be obligated to issue any shares of Stock hereunder, if the Company determines that the issuance of such shares would violate the provision of any applicable law, including the rules and regulations of any securities exchange on which the Stock is traded. Fractional shares will not be paid.

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.

Prior to any relevant taxable or tax withholding event, as applicable (which, for persons subject to U.S. taxation, should be date of exercise), the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Employer, or their respective agents, at the Company’s discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer; (b) withholding from proceeds of the sale of shares of Stock acquired upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); (c) withholding in shares of Stock to be issued upon exercise of the Option; or (d) personal check or other cash equivalent acceptable to the Company or the Employer (as applicable).

Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of shares of Stock as described herein, for tax purposes, the Grantee shall be deemed to have been issued the full number of shares of Stock subject to the Options exercised, notwithstanding that a number of the shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. The Grantee shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to issue or deliver the shares or the proceeds of the sale of shares of Stock if the Grantee fails to comply with his or her obligations in connection with the Tax-Related Items.

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.

3


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.

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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.

16. Governing Law. This Award Agreement shall be construed under the laws of the State of Delaware.

IN WITNESS WHEREOF, the Company has caused this Award Agreement to be executed in its name and on its behalf, as of the Grant Date.



LITTELFUSE, INC.



By:_______________________
Name:____________________
Title:_____________________



5
EXHIBIT 10.3

AMENDED AND RESTATED LITTELFUSE, INC. LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT
(Non-Employee Director)

The Board of Directors (the “Board”) of Littelfuse, Inc. (the “Company”), based on the recommendation of the Compensation Committee, hereby grants to [Name] (the “Grantee”), a Participant in the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan, as amended from time-to-time (the “Plan”), a Restricted Stock Unit Award (the “Award”) for units representing shares of common stock of the Company (“Restricted Stock Units” or “RSUs”), subject to the terms and conditions as described herein. This agreement to grant Restricted Stock Units (the “Award Agreement”), is effective as of [Date] (the “Grant Date”).

This Award Agreement provides the Grantee with the terms of the Award granted to the Grantee. The terms specified in this Award Agreement are governed by the provisions of the Plan, which is incorporated herein by reference. 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. Any interpretation of the Award Agreement by the Committee and any decision made by it with respect to the Award Agreement are final and binding on all persons. To the extent that there is any conflict between the terms of this Award Agreement and the Plan, the Plan shall govern. Capitalized terms used herein will have the same meaning as under the Plan, unless stated otherwise.

In consideration of the foregoing and the mutual covenants hereinafter set forth, it is agreed by and between the Company and the Grantee, as follows:

1.
Award. Subject to the provisions of Section 2, the RSUs shall become vested (in whole shares, rounded down) and the Grantee shall be entitled to receive one share of Stock for each vested Restricted Stock Unit in accordance with the following schedule:

Total number of RSUs awarded: [total number]
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

2.
Termination of Service.

a.
General. Except as otherwise set forth in Sections 2 b., 2c. and 2d. below, if the Grantee’s membership on the Board terminates for any reason (including upon a termination for Cause), any RSU that is not vested under the schedule in Section 1 is forfeited as of the date of the Grantee’s termination of service.

b.
Retirement or Resignation. If the Grantee terminates (including where not re-elected) from service on the Board after at least 5 years (other than by removal from the Board for Cause), the unvested portion of the RSUs shall become immediately vested.

c.
Death or Disability. If the Grantee’s membership on the Board terminates as a result of his or her Death or Disability, the unvested portion of the RSUs shall become immediately vested.

d.
Change in Control. In the event of a Change in Control, then the unvested portion of the RSUs shall become immediately vested.

The existence of Cause will be determined in the sole discretion of the Board. Also, the Board may, in its sole discretion, choose to accelerate the vesting of the Award in special circumstances.

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3.
Delivery of Stock. As soon as reasonably practicable following each vesting date, the RSUs shall be converted into Stock, or the equivalent value in cash, and delivered to the Grantee, pursuant to Section 8.3 of the Plan; provided, such Stock or equivalent value in cash shall be delivered to the Grantee no later than 60 days following the applicable vesting date. Fractional shares will not be paid. If the Grantee has timely elected to defer receipt of shares in accordance with Section 13 of the Plan, issuance of the shares will be delayed until the elected distribution.

4.
Federal and State Taxes. The Grantee acknowledges and agrees that the shares of Stock or cash that is delivered to the Grantee in connection with this Award will usually be included in the Grantee’s gross income under Section 83 of the Code on the date on which the Stock is delivered to the Grantee, but that the Company makes no representations or undertakings regarding the timing of any taxation of the Award. The Grantee may incur certain liabilities for Federal, state or local taxes in connection with the grant of Stock hereunder, and the Grantee agrees to be responsible for the payment of any resulting taxes.

5.
Transferability. The RSUs 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 RSUs shall remain subject to the terms of the Plan.

6.
Adjustment of Shares. In the event of any transaction described in Section 4.3 of the Plan, the terms of this Award may be adjusted as set forth in Section 4.3 of the Plan.

7.
Shareholder Rights. The grant of RSUs does not confer on the Grantee any rights as a shareholder or any contractual or other rights of service as a member of the Board or otherwise with the Company or one or more of its subsidiaries. The Grantee will not have shareholder rights with respect to any shares of Stock subject to an RSU until the RSU is vested and shares of Stock 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.

8.
Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the RSU 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.

9.
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.

10.
Amendments. Except as otherwise provided in Section 12, this Award Agreement may be amended only by a written agreement executed by the Company and the Grantee.

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11.
Section 409A. The RSU is intended to comply with 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 this Award Agreement is subject to Section 409A and that it has failed 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 it to comply with Section 409A or be exempt from Section 409A. Any payments under this Award shall be treated as separate payments for purposes of Section 409A. For purposes of determining timing of payments, any references to retirement, resignation, or termination of employment or service shall mean a “separation of service” as defined in Section 409A, and any payment to a “specified employee” within the meaning of Section 409A made on account of a separation from service shall be subject to a 6-month specified employee delay in accordance with Section 13.2(b) of the Plan.

12.
Governing Law. This Award Agreement shall be construed under the laws of the State of Delaware.

IN WITNESS WHEREOF, the Company has caused this Award Agreement to be executed in its name and on its behalf, as of the Grant Date.



LITTELFUSE, INC.



By:_______________________
Name:____________________
Title:_____________________



3
EXHIBIT 10.4

AMENDED AND RESTATED LITTELFUSE, INC. LONG-TERM INCENTIVE PLAN

STOCK OPTION AWARD AGREEMENT
(Non-Employee Director)

The Board of Directors (the “Board”) of Littelfuse, Inc. (the “Company”), based on the recommendation of the Compensation Committee, hereby grants to [Name] (the “Grantee”), a Participant in the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan, as amended from time-to-time (the “Plan”), a non-qualified option to purchase shares of Littelfuse, Inc. common stock (the “Options” or “Award”), subject to the terms and conditions as described herein. This agreement to grant Options (the “Award Agreement”), is effective as of [Date] (the “Grant Date”).

This Award Agreement provides the Grantee with the terms of the Award granted to the Grantee. The terms specified in this Award Agreement are governed by the provisions of the Plan, which is incorporated herein by reference. 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. Any interpretation of the Award Agreement by the Committee and any decision made by it with respect to the Award Agreement are final and binding on all persons. To the extent that there is any conflict between the terms of this Award Agreement and the Plan, the Plan shall govern. Capitalized terms used herein will have the same meaning as under the Plan, unless stated otherwise.

In consideration of the foregoing and the mutual covenants hereinafter set forth, it is agreed by and between the Company and the Grantee, as follows:

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 Options, 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 Grant Date, subject to the provisions in Section 4.

4.
Termination of Service.

a.
General. Except as otherwise set forth in Sections 4b., 4c. and 4d. below, if the Grantee’s membership on the Board terminates for any reason (including upon removal from the Board 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 service.

Other than due to termination for Cause, any vested Option will remain exercisable for 3 months following the Grantee’s termination of service (or the Option Expiration Date, if sooner). In any event, if the Grantee’s termination of service is due to removal from the Board for Cause, all Options will expire on the date of termination, regardless of the vesting date.

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b.
Retirement or Resignation. If the Grantee terminates (including where not re-elected) from continuous service on the Board after at least 5 years (other than by removal from the Board for Cause), all unvested Options shall become immediately vested and the Options will remain exercisable until 12 months after the Grantee’s date of termination.

c.
Death or Disability. If the Grantee’s membership on the Board terminates as a result of his or her death or Disability, all unvested Options shall become immediately vested and the Options will remain exercisable until 3 months after the Grantee’s date of termination in the case of Disability or 12 months after the Grantee’s date of termination due to death.

d.
Change in Control. In the event of a Change in Control, then all unvested Options shall become immediately vested and will remain exercisable until the Option Expiration Date or based on the Grantee’s earlier termination of service as described above.

The existence of Cause will be determined in the sole discretion of the Board. Also, the Board may, in its sole discretion, choose to accelerate the vesting of the Award in special circumstances.

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”).

Anything to the contrary herein notwithstanding, the Options cannot be exercised, and the Company shall not be obligated to issue any shares of Stock hereunder, if the Company determines that the issuance of such shares would violate the provision of any applicable law, including the rules and regulations of any securities exchange on which the Stock is traded. Fractional shares will not be paid.

6.
Taxes. All exercises and distributions under this Award Agreement are subject to withholding of all applicable taxes based on country specific tax requirements. As a Director of the Company, the Grantee is subject to Section 16 of the Securities Exchange Act of 1934 ("Exchange Act") and other securities laws, and as a result any surrender of previously-owned shares to satisfy tax withholding obligations arising upon exercise of an Option, or a cashless exercise, must comply with the requirements of Rule 16b-3 promulgated under the Exchange Act and other relevant law, rules and regulations and Company guidelines.

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.

2


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 Award 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 this Award does not confer on the Grantee any rights as a shareholder or any contractual or other rights as a member of the Board or otherwise with the Company or one or more of its subsidiaries. The Grantee will not have shareholder rights with respect to any shares of Stock subject to an Option until the Option is exercised and the shares of Stock 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.
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.

11.
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.

12.
Amendments. Except as otherwise provided in Section 13, this Award Agreement may be amended only by a written agreement executed by the Company and the Grantee.

13.
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 this Award Agreement is subject to Section 409A and that the 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 it to comply with Section 409A or be exempt from Section 409A.

14. Governing Law. This Award Agreement shall be construed under the laws of the State of Delaware.

IN WITNESS WHEREOF, the Company has caused this Award Agreement to be executed in its name and on its behalf, as of the Grant Date.



LITTELFUSE, INC.



By:_______________________
Name:____________________
Title:_____________________



3