UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 24, 2009
Littelfuse, Inc.
(Exact Name Of Registrant As Specified In Charter)
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Delaware
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0-20388
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36-3795742
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(State of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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OHare Plaza
8755 West Higgins Road, Suite 500
Chicago, Illinois 60631
(Address of principal executive offices, including zip code)
(773) 628-1000
(Registrants telephone number, including area code)
Not applicable
(Former name or address, if changed since last report)
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 (see General Instruction
A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
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On April 24, 2009, Littelfuse, Inc. (the Company) approved new forms of Restricted Stock
Award Agreement (the Restricted Stock Agreement) and Stock Option Award Agreement (the Option
Agreement) for grants under the Littelfuse, Inc. Equity Incentive Compensation Plan (the Equity
Plan). The Restricted Stock Agreement sets forth the terms and conditions of awards of restricted
stock under the Equity Plan, including, but not limited to, vesting, settlement, rights to
dividends, voting, transfer restrictions and forfeiture. A copy of the Restricted Stock Agreement
is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The Option Agreement
sets forth the terms and conditions of awards of options for shares of the Companys common stock
under the Equity Plan, including, but not limited to, vesting, settlement of the award, delivery of
shares, forfeiture, and transfer restrictions. A copy of the Option Agreement is attached hereto as
Exhibit 10.2 and is incorporated herein by reference.
On April 27, 2009, the Company amended its Littelfuse, Inc. Supplemental Executive Retirement
Plan (the SERP), freezing benefit accruals for the 2009 calendar year. The amendment provides
that participants in the SERP will not receive credit, other than for vesting purposes, for
eligible earnings paid or for any months of service worked during 2009. All accrued benefits under
the SERP will remain intact, and service credits for vesting and retirement eligibility will
continue in accordance with the terms of the SERP. The SERP is a legacy plan with only two active
participants.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit
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Number
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Description
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10.1
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Form of Restricted Stock Award Agreement under the Littelfuse, Inc.
Equity Incentive Compensation Plan.
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10.2
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Form of Stock Option Award Agreement under the Littelfuse, Inc.
Equity Incentive Compensation Plan.
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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 hereunto duly authorized.
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LITTELFUSE, INC.
(Registrant)
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Date: April 28, 2009
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/s/ Philip G. Franklin
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Philip G. Franklin
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Vice President, Operations Support, Chief Financial
Officer and Treasurer
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Exhibit Index
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Exhibit
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Number
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Description
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10.1
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Form of Restricted Stock Award Agreement
under the Littelfuse,
Inc. Equity Incentive Compensation Plan.
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10.2
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Form of Stock Option Award Agreement under the Littelfuse, Inc.
Equity Incentive Compensation Plan.
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Exhibit 10.1
LITTELFUSE, INC. EQUITY INCENTIVE COMPENSATION PLAN
RESTRICTED STOCK AWARD AGREEMENT
Littelfuse, Inc. hereby grants you shares of Littelfuse, Inc. common stock subject to certain
restrictions as described herein (the Restricted Stock) through the Littelfuse, Inc. Equity
Incentive Compensation Plan (the Plan).
Participant (you):
Date of Grant:
Number of Shares of Restricted Stock:
Vesting Schedule:
In general, the vesting and forfeiture provisions that apply to the Shares are
described in Section 11 of the Plan. In general, subject to certain accelerated vesting and
forfeiture provisions, so long as you have not previously terminated employment with Littelfuse,
Inc. and its affiliates, restrictions on your Restricted Stock will lapse (the Shares will vest)
as follows:
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Vesting Date
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Percentage of Shares Vesting
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1
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Anniversary of Date of Grant
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25
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%
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2
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Anniversary of Date of Grant
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25
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%
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3
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Anniversary of Date of Grant
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25
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%
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4
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Anniversary of Date of Grant
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25
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%
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Additional Terms
: Your rights and duties and those of the Corporation under your Award are governed
by the provisions of this Award Agreement, and the attached Terms and Conditions and Plan document,
both of which are incorporated into this Award Agreement by reference. If there is any discrepancy
between these documents, the Plan document will always govern.
Questions:
If you have any questions regarding your Award, please see the enclosed Restricted Stock
Terms and Conditions, or contact the Global Director, Compensation and Benefits.
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LITTELFUSE, INC.
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By:
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Name:
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Title:
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LITTELFUSE, INC. EQUITY INCENTIVE COMPENSATION PLAN
RESTRICTED STOCK TERMS AND CONDITIONS
This document is intended to help you better understand the terms and conditions of the Shares of
Restricted Stock (the Restricted Stock) granted to you under the Littelfuse, Inc. Equity
Incentive Compensation Plan (the Plan). References in this document to our, us, we, and
the Corporation are intended to refer to Littelfuse, Inc.
Background
1. How are Restricted Stock recipients chosen?
Under our current process, only executives of the Corporation receive Restricted Stock awards. The
Compensation Committee of our Board of Directors (Committee) reviews the nominations and makes a
recommendation to our Board of Directors.
2. What is the value of my Restricted Stock?
The value of each Share of Restricted Stock is equal to the market price of one share of
Littelfuse, Inc. common stock.
Note that, under the tax laws of most countries, market price will be considered income to you at
the time each Share vests (there are certain exceptions to this rule, such as where you file an
83(b) election, as described in Question 6 below). We recommend that you consult your personal tax
advisor to discuss your potential tax consequences of receiving this award of Restricted Stock.
3. Who keeps track of my Restricted Stock and vesting?
We have worked with the financial services firm of Merrill Lynch to provide you with an on-line
program to track the value of your Restricted Stock and its vesting.
Terms and Conditions
4. When will the restrictions applicable to my Shares lapse (vest)?
Generally, any restrictions applicable to your Shares (called the Period of Restriction) shall
lapse (you will vest) on 25% of your total Shares at the end of each year of your continuous
service with us beginning with the Date of Grant indicated in your Award Agreement (your Date of
Grant).
In certain special cases, your Shares will vest earlier. If you separate from service for any
reason other than death, Disability (as defined in the Plan) or Eligible Retirement (as defined in
the Plan), any Shares which are still subject to a Period of Restriction as of your termination
date will be immediately forfeited. If you separate from service due to death, Disability or
Eligible
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
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 Grant 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.
For example: if you are awarded 400 Shares on which the Period of Restriction lapses 1/4
each year, and you separate from service because of Disability after 12 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: (400 Shares x 24/48)-100 = 100 Shares. You would have
received 200 Shares, and the remaining 200 Shares would be forfeited.
If a Change in Control (as defined in the Plan) occurs, your Period of Restriction on all of your
Shares will lapse immediately prior to such Change in Control.
5. When will I receive my stock certificates?
We will hold the stock certificates (or their electronic equivalent) for each of your Shares of
Restricted Stock in our possession until you vest in that Share and then we will deliver the stock
certificates (or the electronic equivalent) to you as soon as practicable thereafter.
6. Do I have to pay any tax on my Shares?
Yes, if you are a United States taxpayer, you are taxed on the fair market value of each of your
Shares in the year that you vest in that Share.
However, you have the right, by properly filing an election under Section 83(b) of the Internal
Revenue Code (an 83(b) Election) within 30 days after your Date of Grant, to elect to be taxed
immediately on the value of your Shares, determined as of your Date of Grant. It is your sole
responsibility and not the Corporations 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 us by sending a copy of your written
election form (within 10 days of filing notice with the governmental authorities) to: 8755 W.
Higgins Road, OHare Plaza, Suite 500, Chicago, IL 60631, ATTN: Global Director, Compensation and Benefits. For your convenience,
we have attached an 83(b) Election form as Exhibit B, which you may use to make your election.
Please note, however, that we make no representations with respect to and hereby disclaim all
responsibility as to the tax treatment of your Shares. Please consult your personal tax advisor
for advice on your particular situation.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
Also note that no amounts of income received by you pursuant to this Award 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.
7. Are taxes withheld when I vest in my Restricted Stock?
Yes, if you are a United States taxpayer, each time you vest in Shares of your Restricted Stock,
you must pay the Corporation the full amount of any federal, state, foreign and local withholding
taxes estimated by the Corporation to be due as a result of the vesting of your Shares. You must
pay these withholding taxes as follows:
(a)
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in cash;
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(b)
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by certified check;
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(c)
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by making appropriate arrangements through a broker to sell enough Shares to pay any taxes to
us (subject to approval by the Committee); or
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(d)
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by any other method permitted by the Plan and approved by the Committee.
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If any of the above methods are insufficient to satisfy the tax withholding estimated by us to be
due, we have the right to use any other reasonable method of satisfying our tax withholding
obligation, including without limitation, withholding taxes from other compensation owed to you or
withholding Shares equal in value to our withholding tax obligation. In any event, all tax
withholding requirements must be satisfied prior to the issuance or delivery of any shares of our
common stock to you.
If you are subject to taxation in a country other than the United States, please see the separate
summary entitled Tax Consequences of Restricted Stock and consult your personal tax advisor for
advice on your particular situation.
8. What are my rights as a stockholder in my Shares?
You will have the right to vote your Shares and receive any dividends and other distributions paid
with respect to such Shares during the Period of Restriction; however, certain restrictions may
apply as set forth in the Plan. For example, if you are a Named Executive Officer and your grant
or vesting of Shares is designed to comply with the requirements of the performance-based exception
under Internal Revenue Code Section 162(m), the Committee may apply any restrictions it deems
appropriate to the payment of dividends declared with respect to your Shares. In the event that
any dividend constitutes a derivative security or an equity security pursuant to the rules under
Section 16 of the Securities and Exchange Act of 1934, such dividend shall be subject to a vesting
period equal to the remaining vesting period of your Shares with respect to which the dividend is
paid.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
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.
9. Are there restrictions on the transfer of my Shares?
During the Period of Restriction with respect to any Share, you will not be able to sell, transfer,
pledge, assign, or otherwise alienate or hypothecate the Share, whether voluntarily or
involuntarily, by operation of law or otherwise, except upon your death or as provided in Section
12.1 of the Plan. If you become disabled (as defined in the Plan), your legal representative can
act on your behalf. If you die, your beneficiary (as defined in the Plan) or the personal
representative of your estate can act on your behalf.
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.
10. Are there restrictions on the delivery and sale of shares of stock?
Your Shares are subject to federal securities laws. In some cases, state or local securities laws
may also apply. If the Committee determines that certain registrations or filings are needed or
desired to comply with these various securities laws, then we may delay the delivery of Shares
until the necessary approvals or filings are obtained. In order for us to meet an exemption from
securities registration requirements, we may also require you to provide us with certain
information, representations and warranties before we will issue any Shares to you.
Where applicable, the certificates evidencing Shares may contain wording (or otherwise as
appropriate in electronic format) indicating that conditions, restrictions, rights and obligations
apply.
11. Does the receipt of Shares guarantee continued employment with us?
No. Neither the establishment of the Plan nor the award of Shares to you gives you the right to
continued employment or service with us or any of our subsidiaries or affiliates.
12. What events can trigger forfeiture of my Shares?
One or our primary objectives in granting you Restricted Stock is to provide you with an incentive
to remain our employee or service provider. This objective will not be accomplished if you
separate from service with us before your Period of Restriction ends or your Period of Restriction
ends and then you separate from service and compete with us. Therefore, this Restricted Stock
award will be forfeited if you:
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
(a)
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separate from service with us while your Shares are still subject to a Period of Restriction,
other than due to your death, Disability, or following a Change of Control (as defined in the
Plan);
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(b)
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provide services or agree to provide services directly or indirectly to one of our
Competitors as an officer, employee, consultant, agent, representative or otherwise (other
than limited passive investments in public companies, as described in the Plan); or
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(c)
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solicit or disclose confidential information during your service with us or any of our
subsidiaries or within one year after your separation from service, or any other Forfeiture
Event described in Section 11.4 of the Plan.
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As used in this document, the term Competitor means anyone who (or whose affiliate) manufactures,
distributes or sells circuit protection products in competition with us or any of our subsidiaries.
If your Shares are cancelled and forfeited due to (b) or (c) above, you agree that you will have no
further rights with respect to your Shares; and to the extent that the Period of Restriction has
lapsed with respect to any Shares at any time during the 6 months prior to the occurrence of (b) or
(c) above (or during the 6 months prior to the date your service as a director with or consulting
arrangement with us terminates if you continue to provide services to us after your separation from
service with us), you will immediately pay us the fair market value for such Shares (less the
purchase price for such Shares, if any) on the dates the Period of Restriction for such Shares
ended, plus any costs of collecting this amount from you, plus interest at a per annum rate equal
to the lower of 12% or the highest rate permitted by applicable law.
We compete worldwide in the sale of circuit protection products. You agree by your acceptance of
your Shares that the forfeiture provisions described in this section, as well as Sections 11.3 and
11.4 of the Plan, are reasonable. You also agree that in the event any court holds that any
provision of your Award Agreement or this document constitutes an unreasonable or unenforceable
restriction against you, the provisions of this document, your Award Agreement, and the Plan will
continue to apply to the fullest extent as determined by a court to qualify as a reasonable and
enforceable restriction under the circumstances involved.
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.
13. What documents govern my Restricted Stock?
The Plan, the Award Agreement, and this document express the entire understanding of you and the
Corporation with respect to your Restricted Stock. In the event of any conflict between these
documents, the terms of the Plan will always govern. You should also never rely on any oral
description of the Plan or your Award Agreement because the written terms of the Plan will
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
always govern. The Committee (or its delegate) has the authority to interpret this document and
the Plan. Any such interpretation will be binding on you, us, and other persons.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
Exhibit 10.2
LITTELFUSE, INC. EQUITY INCENTIVE COMPENSATION PLAN
STOCK OPTION AWARD AGREEMENT
Littelfuse, Inc. hereby grants you an option to purchase shares of Littelfuse, Inc. common stock
(the Option) through the Littelfuse, Inc. Equity Incentive Compensation Plan (the Plan), as
described herein.
Participant (you):
Date of Grant:
Option Expiration Date: ___
7 years from Date of Grant
Number of Shares subject to Option:
Option Exercise Price (per Share): $
Type of Option: ___Incentive Stock Option ___Nonqualified Stock Option
Vesting Schedule:
You may only exercise your Option to purchase shares during the period beginning
on the date you vest in your Option and continuing until your Option expires or is otherwise
forfeited. The vesting and forfeiture provisions that apply to your Option are described in detail
in Section 11 of the Plan. In general, subject to certain accelerated vesting and forfeiture
provisions, so long as you have not previously terminated employment with Littelfuse, Inc. and its
affiliates, your Option will vest and become exercisable as follows:
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Vesting Date
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Percentage of Shares Vesting
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1
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Anniversary of Date of Grant
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25
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2
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Anniversary of Date of Grant
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25
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3
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Anniversary of Date of Grant
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25
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%
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4
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Anniversary of Date of Grant
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25
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%
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Additional Terms
: Your rights and duties and those of the Corporation under your Option are
governed by the provisions of this Award Agreement, and the attached Terms and Conditions and Plan
document, both of which are incorporated into this Award Agreement by reference. If there is any
discrepancy between these documents, the Plan document will always govern.
Questions:
If you have any questions regarding your Option, please see the enclosed Stock Option
Terms and Conditions, or contact the Global Director, Compensation and Benefits.
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LITTELFUSE, INC.
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By:
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Name:
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Title:
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LITTELFUSE, INC. EQUITY INCENTIVE COMPENSATION PLAN
STOCK OPTION TERMS AND CONDITIONS
This document is intended to provide you some background on Littelfuses stock option program and
to help you better understand the terms and conditions of the stock option (the Option) granted
to you under the Littelfuse, Inc. Equity Incentive Compensation Plan (the Plan). References in
this document to our, us, we, and the Corporation are intended to refer to Littelfuse, Inc.
Background
1. How are stock option recipients chosen?
Under our current process, recipients represent executives and a very limited group of associates
who are nominated by their VP to receive a stock option grant. In the case of executives, the
Compensation Committee of our Board of Directors (Committee) reviews the nominations and makes a
recommendation to our Board of Directors. In the case of other associates, the Executive Team
reviews the nominations and makes a recommendation to our Board of Directors.
2. What is the value of my Option?
The value of the Option, to you, is the difference between the purchase price (as described below
in Question 7) and the market price on the date you sell the Option.
Note that, under the tax laws of most countries, the difference between the purchase price and
the market price will be considered income to you at the time you exercise the Option. We
recommend that you consult your personal tax advisor to discuss your potential tax consequences
prior to your exercise of your Option.
3. Who keeps track of my Option grant and vesting?
We have worked with the financial services firm of Merrill Lynch to provide you with an on-line
program to track the value of and exercise your Options and to trade your vested shares.
Terms and Conditions
4. When may I exercise my Option?
You can exercise all or a portion of your Option to purchase stock of the Corporation on any date
on or after the vesting date and before it expires. Your Option vests over a four-year period from
date of grant, as described in your Award Agreement. The Plan provides for earlier vesting dates
upon specific events, such as your death, disability, and certain corporate transactions.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
You can not exercise your Option after it expires.
5. When does my Option expire?
Your Option normally expires on the 7
th
anniversary of the date it was granted to you.
Your Option may expire on an earlier date if you separate from service:
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Reason for Separation
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Expiration Date
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Death
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12 months after your date of death
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Eligible Retirement
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7
th
anniversary of date of grant
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all other reasons
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3rd month after your date of termination
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Your Option will be forfeited, regardless of its vested status, if you violate our policies
regarding non-competition, non-solicitation, or confidentiality, as described in Question 13 below
and
in Sections 11.3 and 11.4 of the Plan. If forfeiture occurs, you may be obligated to
repay us all or a portion of the value of any part of your Option that you already exercised.
6. How do I exercise my Option?
You may exercise all or any portion of your Option by delivering a written Notice of Exercise to us
no earlier than 30 days and no later than 10 days prior to your desired exercise date. You can
obtain this form from the Global Director, Compensation and Benefits. At the time you deliver your Notice of
Exercise, you must also provide us with full payment of the exercise price for the shares being
purchased or deliver irrevocable instructions to a broker to promptly deliver to us the amount of
the proceeds from a sale of shares having a fair market value equal to the purchase price for a
cash-less exercise, plus any tax withholding liability (as described below). Given your employment
status as an executive, we require approval of the payment method prior to the exercise of your
Option. Please contact the Global Director, Compensation and Benefits.
Your notices and other communications under your Option must be in writing and are deemed to have
been given only if personally delivered, sent by e-mail, or sent by registered or certified United
States mail (return receipt requested, postage prepaid), addressed to:
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personal delivery or mail:
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Littelfuse, Inc., Attn: Global Director, Compensation and Benefits, 8755 W. Higgins
Road, OHare Plaza, Suite 500, Chicago, IL 60631.
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e-mail:
We may change these addresses by providing you a written notice.
Upon receipt of a properly completed Notice of Exercise and full payment of the exercise price and
applicable tax withholding, we will issue the shares of stock purchased (either electronically or
in certificate form, as we determine).
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
7. What is the purchase price of the stock that I may purchase under my Option?
The purchase price (called the exercise price) that you must pay for each share of stock that you
elect to purchase under your Option is the closing price for the stock on the day our Board of
Directors approves the Option grant. This price is set forth on your Award Agreement.
You must pay the purchase price as follows:
(a)
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in cash;
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(b)
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by certified check; or
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(c)
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by any other method permitted by the Plan and approved by the Committee.
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8. Are taxes withheld when I exercise my Option?
Yes, if you are a United States taxpayer, any federal, state, and local taxes that become due as a
result of the exercise of your Option must be paid by you when you deliver your Notice of Exercise
to us (or, if you are electing to do a cashless exercise, appropriate arrangements must be made
for your broker to pay any taxes to us as part of your cashless exercise).
If you are subject to taxation in a country other than the United States, please see the separate
summary entitled Tax Consequences of Stock Options and consult your personal tax advisor for
advice on your particular situation.
Also note that no amounts of income received by you pursuant to this Award 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.
9. What are my rights as a stockholder?
You have no rights as a stockholder until we issue shares of stock to you upon exercise of your
Option. This means that you will not receive any dividends, distributions or other rights on or
with respect to shares of stock for which the record date is prior to our issuance of the stock to
you (except as the Plan otherwise provides).
10. Are there restrictions on the transfer of options and shares of stock?
You may not transfer your Option, and no other person may exercise your Option, except upon your
disability or death. Any other type of attempted transfer is null and void. If you become
disabled (as defined in the Plan), your legal representative can act on your behalf. If you die,
your beneficiary (as defined in the Plan) or the personal representative of your estate can act on
your behalf.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
11. Are there restrictions on the delivery and sale of shares of stock?
Your Option is subject to federal securities laws. In some cases, state or local securities laws
may also apply. If the Committee determines that certain registrations or filings are needed or
desired to comply with these various securities laws, then we may delay the delivery of shares of
stock until the necessary approvals or filings are obtained. In order for us to meet an exemption
from securities registration requirements, we may also require you to provide us with certain
information, representations and warranties before we will issue any shares of stock to you.
Where applicable, the certificates evidencing shares of stock may contain wording (or otherwise as
appropriate in electronic format) indicating that conditions, restrictions, rights and obligations
apply.
12. Does an Option guarantee continued employment with us?
No. Neither the establishment of the Plan nor the award of shares of stock to you gives you the
right to continued employment or service with us or any of our subsidiaries or affiliates.
13. What events can trigger forfeiture of my Option?
One or our primary objectives in granting you an Option is to provide you with an incentive to
remain our employee or service provider. This objective will not be accomplished if you exercise
this Option and then separate from service and compete with us. Therefore, your Option will be
cancelled and forfeited if you:
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provide services or agree to provide services directly or indirectly to one of our
Competitors as an officer, employee, consultant, agent, representative or otherwise (other
than limited passive investments in public companies, as described in the Plan), or
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solicit or disclose confidential information during your service with us or any of our
subsidiaries or within one year after your separation from service, or any other Forfeiture
Event described in Section 11.4 of the Plan.
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As used in this document, the term Competitor means anyone who (or whose affiliate) manufactures,
distributes or sells circuit protection products in competition with us or any of our subsidiaries.
If your Option is cancelled and forfeited upon one of the above events, you agree that you will
have no further rights under your Option; and to the extent that you already exercised a portion of
your Option within 6 months prior to the above event (or six months prior to the date your service
as a director with or consulting arrangement with us terminates if you continue to provide services
to us after your separation from service with us), you will immediately pay us the entire award
gain on the exercised portion of the Option (calculated based on the fair market value of
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
the stock on the date of exercise, minus the purchase price paid), plus any costs of collecting
this amount from you, plus interest at a per annum rate equal to the lower of 12% or the highest
rate permitted by applicable law.
We compete worldwide in the sale of circuit protection products. You agree by your acceptance of
your Option that the forfeiture provisions described in this section, as well as Sections 11.3 and
11.4 of the Plan, are reasonable. You also agree that in the event any court holds that any
provision of your Award Agreement or this document constitutes an unreasonable or unenforceable
restriction against you, the provisions of this document, your Award Agreement, and the Plan will
continue to apply to the fullest extent as determined by a court to qualify as a reasonable and
enforceable restriction under the circumstances involved.
14. What documents govern the Option?
The Plan, the Award Agreement, and this document express the entire understanding of you and the
Corporation with respect to your Option. In the event of any conflict between these documents, the
terms of the Plan will always govern. You should also never rely on any oral description of the
Plan or Option because the written terms of the Plan will always govern. The Committee (or its
delegate) has the authority to interpret this document and the Plan. Any such interpretation will
be binding on you, us, and other persons.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.