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)
         
Delaware   0-20388   36-3795742
(State of Incorporation)   (Commission File No.)   (I.R.S. Employer
Identification No.)
O’Hare Plaza
8755 West Higgins Road, Suite 500
Chicago, Illinois 60631
(Address of principal executive offices, including zip code)
(773) 628-1000
(Registrant’s 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):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     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 Company’s 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.
Item 9.01   Financial Statements and Exhibits
     (d) Exhibits
     
Exhibit    
Number   Description
10.1
  Form of Restricted Stock Award Agreement under the Littelfuse, Inc. Equity Incentive Compensation Plan.
 
   
10.2
  Form of Stock Option Award Agreement under the Littelfuse, Inc. Equity Incentive Compensation Plan.

 

 

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  LITTELFUSE, INC.
(Registrant)
  		 
Date: April 28, 2009  /s/ Philip G. Franklin    
  Philip G. Franklin   
  Vice President, Operations Support, Chief Financial Officer and Treasurer   
 

 

 

Exhibit Index
     
Exhibit    
Number   Description
10.1
  Form of Restricted Stock Award Agreement under the Littelfuse, Inc. Equity Incentive Compensation Plan.
 
   
10.2
  Form of Stock Option Award Agreement under the Littelfuse, Inc. Equity Incentive Compensation Plan.

 

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:
         
Vesting Date   Percentage of Shares Vesting
 
1 st Anniversary of Date of Grant
    25 %
2 nd Anniversary of Date of Grant
    25 %
3 rd Anniversary of Date of Grant
    25 %
4 th Anniversary of Date of Grant
    25 %
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.
             
    LITTELFUSE, INC.    
 
           
 
  By:        
 
  Name:  
 
   
 
           
 
  Title:        
 
           

 

 

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 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 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, O’Hare 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)   in cash;
 
(b)   by certified check;
 
(c)   by making appropriate arrangements through a broker to sell enough Shares to pay any taxes to us (subject to approval by the Committee); or
 
(d)   by any other method permitted by the Plan and approved by the Committee.
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)   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);
 
(b)   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
 
(c)   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.
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:
         
Vesting Date   Percentage of Shares Vesting
 
1 st Anniversary of Date of Grant
    25 %
2 nd Anniversary of Date of Grant
    25 %
3 rd Anniversary of Date of Grant
    25 %
4 th Anniversary of Date of Grant
    25 %
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.
             
    LITTELFUSE, INC.    
 
           
 
  By:        
 
  Name:  
 
   
 
           
 
  Title:        
 
           

 

 

LITTELFUSE, INC. EQUITY INCENTIVE COMPENSATION PLAN
STOCK OPTION TERMS AND CONDITIONS
This document is intended to provide you some background on Littelfuse’s 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:
     
Reason for Separation   Expiration Date
Death
  12 months after your date of death
Eligible Retirement
  7 th anniversary of date of grant
all other reasons
  3rd month after your date of termination
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:
personal delivery or mail:   Littelfuse, Inc., Attn: Global Director, Compensation and Benefits, 8755 W. Higgins Road, O’Hare Plaza, Suite 500, Chicago, IL 60631.
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)   in cash;
 
(b)   by certified check; or
 
(c)   by any other method permitted by the Plan and approved by the Committee.
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:
•   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
 
•   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.
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.