EXHIBIT 99.1

LITTELFUSE, INC.
EQUITY INCENTIVE COMPENSATION PLAN

STOCK OPTION AGREEMENT

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. Change in Control. If a Change in Control occurs, this option shall vest immediately prior to such Change in Control.

5. Termination of Service. In the event that the Optionee ceases to be an employee or otherwise provide services to 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 12 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 service) 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 service shall be cancelled and forfeited and the Optionee shall not have any further rights whatsoever with respect thereto. Notwithstanding the foregoing:

5.1 Disability. If the Optionee's service to the Corporation is terminated by reason of the Optionee's Disability, as 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.

5.2 Death. If the Optionee dies, 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.

5.3 Eligible Retirement. If the Optionee's service to the Corporation is terminated by reason of 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.

6. 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.

7. 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.

8. 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.

8.1 Certificate Legends. The certificates for shares purchased pursuant to this option shall bear any legends deemed necessary by the Committee.

8.2 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.

8.3 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.

9. 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.

10. 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.

11. 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.

12. Non-Competition Forfeiture Provisions. The Optionee acknowledges that a primary objective of the Corporation in deciding to grant this option is to provide the Optionee with an incentive to remain an employee or service provider 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 the Optionee separates from service with the Corporation and its subsidiaries and becomes an employee of, or otherwise provides services to, a Competitor (as such term is defined below) of the Corporation or any of its subsidiaries. Therefore, anything else to the contrary contained in the Plan or this Agreement notwithstanding, in the event that the Optionee accepts employment or service with, or becomes employed by, or agrees to provide services directly or indirectly to, a Competitor as an officer, employee, consultant, agent, representative or otherwise (other than ownership, individually or with a group of persons acting in concert (as defined in the Exchange Act), of not more than 5% of the outstanding common stock of a publicly-traded entity), or in the event that any of the Forfeiture Events described in Section 11.4 of the Plan, including but not limited to non-solicitation and disclosure of confidential information, occur during the Optionee's service with the Corporation or any of its subsidiaries or within one year thereafter ("Competitive Events"), the Optionee agrees that:

12.1 All unexercised options then held by the Optionee which have been granted by the Corporation pursuant to this Agreement shall be cancelled and forfeited as of the first to occur of the Competitive Events and the Optionee shall not have any further rights whatsoever with respect thereto; and

12.2 The Optionee shall immediately pay to the Corporation in cash an amount equal to the product of: (x) the aggregate number of shares of Common Stock respecting which the Optionee exercised options under this Agreement during the 6 months preceding the first to occur of the Competitive Events, and (y) the aggregate differences between the exercise price of any such options and the respective Fair Market Values (defined in the same manner as set forth in Section 2.14 of the Plan) of the Common Stock on the respective dates of exercise of such options (the "Award 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 fails to immediately pay to the Corporation the Award 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 Award 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, and Sections 11.3 and 11.4 of the Plan, are reasonable as they relate to the objectives of the Corporation in deciding to grant the options 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.

13. No Right to Continued Service. 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.

14. 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 ___________________________________

EXHIBIT 99.2

LITTELFUSE, INC.
EQUITY INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK AWARD AGREEMENT

You have been selected to receive the following Award under the Littelfuse, Inc. Equity Incentive Compensation Plan (the "Plan"):

Participant: __________________________________________

Date of Award: _______, 20__

Number of Shares of Restricted Stock Awarded: __________________

Period(s) of Restriction:          Restrictions shall lapse on twenty-five
                                   percent (25%) of the total Shares
                                   covered by this Award when you complete
                                   each continuous year of service with the
                                   Corporation or its Subsidiaries
                                   following the Date of Award, so long as
                                   you satisfy any other conditions set

forth in the Plan:

THIS AGREEMENT, effective as of the Date of Award set forth above, between the Participant (hereinafter "you" or "your") and Littelfuse, Inc. (hereinafter the "Corporation"), is made pursuant to the provisions of the Plan. The capitalized terms appearing in this Agreement shall have the definitions set forth herein, or if not so defined, as ascribed to them in the Plan. The parties hereto agree as follows:

1. SERVICE WITH THE CORPORATION. Each Award is conditioned on your continuous service with the Corporation or its Subsidiaries from the Date of Award through the end of the Period of Restriction with respect to a Share. However, neither this condition nor the Award evidenced by this Agreement will impose upon the Corporation or its Subsidiaries any obligation to retain you in its service for any given period or upon any specific terms.

2. LIMITATIONS DURING PERIOD OF RESTRICTION. During the Period of Restriction applicable to any Share, you will not be able to pledge or transfer the Share, whether voluntarily or involuntarily, by operation of law or otherwise, except by will or by the laws of descent and distribution or as provided in Section 12.1 of the Plan. The Corporation will hold your stock certificates in its possession until the end of your Period of Restriction and then deliver the stock certificates to you as soon as practicable thereafter. You must execute the irrevocable power of attorney, which is attached hereto as Exhibit "A", to grant the Corporation the discretionary power to transfer forfeited Shares back to the Corporation, to a shareholder, or to another person. You will have the right to vote your Shares and receive any dividends and other distributions paid with respect to your Shares during the Period of Restriction; provided, however, that certain restrictions may apply as set forth in the Plan.

3. LAPSE OF RESTRICTIONS. Once your Period of Restriction ends with respect to any Share, you will normally be entitled to all rights of ownership to such Share. Under certain circumstances described in the Plan, however, these rights may be delayed or subject to additional limitations or restrictions, including:

a) No Shares shall be issued under this Award unless in compliance with applicable federal and state tax and securities laws,

b) As a condition to the issuances of this Award and the Restricted Stock, 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,

c) Your ability to transfer the Shares may be restricted under federal or state securities laws. You shall not resell or offer for resale your Shares (or any securities issued in lieu thereof) 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,

d) Your Shares are subject to the terms and conditions of the Corporation's Bylaws and certificate of incorporation, as they may be amended from time to time, and

e) The certificates for your Shares shall bear any legends deemed necessary by the Committee.

4. TAXES DUE ON SHARES. The Corporation shall subtract from the number of Shares issued to you a number of Shares equal to the amount of any federal, state, local or foreign withholding tax requirement (including without limitation, your FICA obligation) divided by the Fair Market Value of a Share, and rounded to the next higher number of whole shares. Such number of shares shall be treated as paid in cash and the Corporation shall deposit the amount of the required tax withholding and pay to you the cash value of any fractional share. Notwithstanding the foregoing, the Compensation Committee shall have the right to cause the Corporation to use any other reasonable method of satisfying its tax withholding obligation, including without limitation, withholding taxes from other compensation owed to you or requiring you to remit to the Corporation an amount sufficient to satisfy all or any portion of the withholding tax obligation. In any event, all tax withholding requirements shall be satisfied prior to the issuance or delivery of any shares of Common Stock to you.

You may have the right, by properly filing an election under Code Section 83(b) within 30 days after the initial grant of your Shares hereunder, to elect to be taxed immediately on the value of your Shares in excess of the price paid (if any), determined at Date of Award. It is your sole responsibility and not the Corporation's to decide whether to make such an 83(b) Election and to timely file all necessary paperwork with the appropriate governmental authorities. If you make an 83(b) Election, you are also required to promptly notify the Corporation by sending a copy of your written election form (within 10 days of filing notice with the governmental authorities) to: its Secretary at 800 E. Northwest Highway, Des Plaines, IL 60016.

You acknowledge that the tax treatment of this Award, the Shares and 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. 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.

5. TERMINATION OF SERVICE. If you separate from service with the Corporation and its Subsidiaries for any reason other than death, Disability or Eligible Retirement, any Shares which are still subject to a Period of Restriction as of your separation date will be immediately forfeited and returned to the Corporation. If you separate from service with the Corporation and its Subsidiaries due to death, Disability or Eligible Retirement, then any Shares which are still subject to a Period of Restriction as of your separation date will vest based on your service provided to-date, as follows: first, the number of Shares of Restricted Stock subject to this Award is multiplied by the number of full months of service completed by you from Date of Award to date of separation, divided by the total months in the Period of Restriction; and second, this amount is reduced by the number of Shares on which the Period of Restriction has already lapsed. No fractional Shares will vest. Any remaining Shares on which the Period of Restrictions has not lapsed as of your separation date will be immediately forfeited and returned to the Corporation.

For example: if you are awarded 300 Shares on which the Period of Restriction lapses 1/3 each year, and you separate from service because of Disability after 18 months, then in addition to the 100 Shares on which the Period of Restriction has already lapsed, the Period of Restriction would also lapse on: (300 Shares x 18/36)-100 = 50 Shares. You would have received 150 Shares, and the remaining 150 Shares would be forfeited.

6. CHANGE IN CONTROL. If a Change in Control occurs, your Period of Restriction on all of your Shares will lapse immediately prior to such Change in Control.

7. ADMINISTRATION. This Agreement and your rights hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. A copy of the Plan has been made available to you and is hereby made a part of this Agreement as though its terms were set forth herein verbatim. In the event there is any inconsistency between the terms of this Agreement and the Plan, the terms of the Plan shall supersede and replace the inconsistent terms of this Agreement. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon you.

8. NON-COMPETITION FORFEITURE PROVISIONS. You acknowledge that a primary objective of the Corporation in deciding to make this Award is to provide you with an incentive to remain an employee or service provider of the Corporation and/or one or more of its Subsidiaries and that this objective will not have been accomplished if the Period of Restriction on one or more Shares lapses and shortly thereafter you separate from service with the Corporation and its Subsidiaries and become an employee of, or otherwise provide services to, a Competitor (as such term is defined below) of the Corporation or any of its Subsidiaries. Therefore, anything else to the contrary contained in the Plan or this Agreement notwithstanding, in the event that you accept employment or service with, or become employed by, or agree to provide services directly or indirectly to, a Competitor as an officer, employee, consultant, agent, representative or otherwise

(other than ownership, individually or with a group of persons acting in concert (as defined in the Exchange Act), of not more than 5% of the outstanding common stock of a publicly-traded entity), or in the event that any of the Forfeiture Events described in Section 11.4 of the Plan, including but not limited to non-solicitation and disclosure of confidential information, occur during your service with the Corporation or any of its Subsidiaries or within one year thereafter ("Competitive Events"), you agree that:

a) All Shares then held by you which have been granted by the Corporation pursuant to this Agreement and on which the Period of Restriction has not yet lapsed as of the first to occur of the Competitive Events shall be cancelled and forfeited and you shall not have any further rights whatsoever with respect thereto; and

b) You shall immediately pay to the Corporation in cash an amount equal to the product of

(x) the aggregate number of Shares awarded to you under this Agreement on which the Period of Restriction has lapsed at any time during the 6 months preceding the first to occur of the Competitive Events, and

(y) the aggregate differences between the purchase price (if any) paid by you for any such Shares and the respective Fair Market Values (defined in the same manner as set forth in Section 2.14 of the Plan) of the Shares on the dates the Period of Restriction on such Shares lapsed (the "Award 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 you fail to immediately pay to the Corporation the Award Gain, you shall be liable to the Corporation for all costs, expenses and attorneys' fees incurred by the Corporation in connection with collecting the Award Gain from you, plus interest at a per annum rate equal to the lower of twelve percent (12%) or the highest rate permitted by applicable law. You agree that the Corporation and its Subsidiaries compete worldwide in the sale of circuit protection products and that the forfeiture provisions of this Section, and Sections 11.3 and 11.4 of the Plan, are reasonable as they relate to the objectives of the Corporation in deciding to grant the Shares to you 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 you, you agree 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 you each request that any such court which holds that any of the provisions of this Agreement constitutes an unreasonable or unenforceable restriction against you make a determination of what would constitute a reasonable and enforceable restriction under the circumstances involved and to reform this Agreement accordingly.

9. AMENDMENT, MODIFICATION OR TERMINATION. The number and kind of Shares subject to this Award and the purchase price (if any) per Share are subject to adjustment as provided in the Plan. In addition, the Plan contains certain provisions giving the Board (and in some cases, the Committee) the power to amend, modify, or terminate this Award or the Plan at any time. However, except as specifically provided in the Plan, no such termination, amendment, or modification of the Plan or this Award may in any material way adversely affect your rights under this Agreement without your written consent.

10. GOVERNING LAW. To the extent not preempted by Federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Date of Award.

LITTELFUSE, INC.

_______________________________ By: ______________________________ Participant Its ______________________________

EXHIBIT 99.3
LITTELFUSE, INC.
OUTSIDE DIRECTORS' EQUITY PLAN

STOCK OPTION AWARD AGREEMENT

TO: [NAME OF DIRECTOR]

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: _____, 20____

5. Vesting Schedule: The Option will vest according to the following schedule:

VESTING DATE                   PERCENTAGE OF AWARD
------------                   -------------------
  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
(1/3) 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 (1/3) 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 (1/3) 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 Compensation Committee (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.

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 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 or otherwise in the employ 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.

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: _____________

Very truly yours,

Littelfuse, Inc.

By ___________________________________
[AUTHORIZED OFFICER]

Print Name: __________________________

EXHIBIT 99.4

LITTELFUSE, INC.
OUTSIDE DIRECTORS' EQUITY PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

TO: [NAME OF DIRECTOR]

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: _______, 20__

2. Number of Restricted Stock Units Subject to This Award: ________

3. Vesting Schedule: The Restricted Stock Units will vest according to the following schedule:

VESTING DATE                    PERCENTAGE OF AWARD
------------                    -------------------
   1 Year                             33 1/3%
   2 Years                            33 1/3%
   3 Years                            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. If you have timely filed a deferral election on which you have elected to defer receipt of the Shares granted to you under this Agreement, the issuance of the Shares as described in Section 4 shall be delayed until your elected distribution event(s). It is intended that any deferral election made by you comply in all respects with the requirements of Section 409A(a) 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 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 Section 409A(a) of the Code or cause the Award, the Restricted Stock Units or the Shares not to 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.

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: ____________

Very truly yours,

Littelfuse, Inc.

By ____________________________________
[AUTHORIZED OFFICER]

Print Name: ___________________________