Exhibit 10.2

SUBSIDIARY GUARANTY AGREEMENT

Dated as of January 16, 2018

of

LFUS LLC,

LITTELFUSE COMMERCIAL VEHICLE LLC,

IRON MERGER CO., INC.,

IXYS MERGER CO., LLC,

AND

SYMCOM, INC.

TABLE OF CONTENTS

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SUBSIDIARY G UARANTY A GREEMENT

T HIS SUBSIDIARY GUARANTY AGREEMENT, dated as of January 16, 2018 (this “Subsidiary Guaranty Agreement” ), is made by each of the undersigned (each a “Subsidiary Guarantor” and, together with each of the other signatories hereto and any other entities from time to time parties hereto pursuant to Section 14.1 hereof, the “Subsidiary Guarantors” ) in favor of the Purchasers (as defined below) and the other holders from time to time of the Notes (as defined below).  The Purchasers and such other holders are herein collectively called the “holders” and individually a “holder . ”

P RELIMINARY S TATEMENTS :

I.       LITTELFUSE, INC., a Delaware corporation (together with any successor thereto that becomes a party to the Note Agreement (as defined below) pursuant to Section 10.2, the “Company” ) has entered into a Note Purchase Agreement dated as of November 15, 2017 (as amended, modified, supplemented or restated from time to time, the “Note Agreement” ) with the Persons listed on the signature pages thereto (the “Purchasers” ).  Capitalized terms used herein have the meanings specified in the Note Agreement unless otherwise defined herein.

II.       The Company has authorized the issuance of, and proposes to issue and sell, pursuant to the Note Agreement, (i) $50,000,000 aggregate principal amount of its 3.48% Senior Notes, Series A, due February 15, 2025 (the “Series A Notes” ) and (ii) $125,000,000 aggregate principal amount of its 3.78% Senior Notes, Series B, due February 15, 2030 (the “Series B Notes”; and together with the Series A Notes, as amended, restated or otherwise modified from time to time and including any such notes issued in substitution therefor, the “Notes” and individually a “Note” ).

III.      Pursuant to the Note Agreement, the Company is required to cause each Subsidiary Guarantor to deliver this Subsidiary Guaranty Agreement to the holders.

IV.       Each Subsidiary Guarantor will receive direct and indirect benefits from the financing arrangements contemplated by the Note Agreement.  The governing body of each Subsidiary Guarantor has determined that the incurrence of such obligations is in the best interests of such Subsidiary Guarantor.

N OW THEREFORE, in compliance with the Note Agreement, and in consideration of, the execution and delivery of the Note Agreement and the purchase of the Notes by each of the Purchasers, each Subsidiary Guarantor hereby covenants and agrees with, and represents and warrants to each of the holders as follows:

SECTION 1.                                           G UARANTY .

Each Subsidiary Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Subsidiary Guarantors guarantees to each holder, the due and punctual payment in

full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Agreement or any other instrument referred to therein (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations” ).  The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Subsidiary Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever.  In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Subsidiary Guarantor agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Agreement.  Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises.  Each Subsidiary Guarantor agrees that the Notes issued in connection with the Note Agreement may (but need not) make reference to this Subsidiary Guaranty Agreement.

Each Subsidiary Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Subsidiary Guarantor, by any other Subsidiary Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Subsidiary Guaranty Agreement, the Notes, the Note Agreement or any other instrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Subsidiary Guaranty Agreement, the Notes, the Note Agreement or any other instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Subsidiary Guaranty Agreement.

Each Subsidiary Guarantor hereby acknowledges and agrees that such Subsidiary Guarantor’s liability hereunder is joint and several with the other Subsidiary Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Agreement.

Notwithstanding the foregoing provisions or any other provision of this Subsidiary Guaranty Agreement, each Subsidiary Guarantor hereby agrees that if at any time the Guaranteed Obligations exceed the Maximum Guaranteed Amount determined as of such time with regard to such Subsidiary Guarantor, then this Subsidiary Guaranty Agreement shall be automatically amended to reduce the Guaranteed Obligations to the Maximum Guaranteed Amount.  Such amendment shall not require the written consent of any Subsidiary Guarantor or any holder and shall be deemed to have been automatically consented to by each Subsidiary Guarantor and each

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holder.  Each Subsidiary Guarantor agrees that the Guaranteed Obligations may at any time exceed the Maximum Guaranteed Amount without affecting or impairing the obligation of such Subsidiary Guarantor.  “Maximum Guaranteed Amount” means as of the date of determination with respect to a Subsidiary Guarantor, the lesser of (a) the amount of the Guaranteed Obligations outstanding on such date and (b) the maximum amount that would not render such Subsidiary Guarantor’s liability under this Subsidiary Guaranty Agreement subject to avoidance under Section 548 of the United States Bankruptcy Code (or any successor provision) or any comparable provision of applicable state law.

SECTION 2.                                           O BLIGATIONS A BSOLUTE .

The obligations of each Subsidiary Guarantor hereunder shall be primary, absolute, irrevocable and unconditional, irrespective of the validity or enforceability of the Notes, the Note Agreement or any other instrument referred to therein, shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim such Subsidiary Guarantor may have against the Company or any holder or otherwise, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not such Subsidiary Guarantor shall have any knowledge or notice thereof), including, without limitation: (a) any amendment to, modification of, supplement to or restatement of the Notes, the Note Agreement or any other instrument referred to therein (it being agreed that the obligations of each Subsidiary Guarantor hereunder shall apply to the Notes, the Note Agreement or any such other instrument as so amended, modified, supplemented or restated) or any assignment or transfer of any thereof or of any interest therein, or any furnishing, acceptance or release of any security for the Notes or the addition, substitution or release of any other Subsidiary Guarantor or any other entity or other Person primarily or secondarily liable in respect of the Guaranteed Obligations; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of the Notes, the Note Agreement or any other instrument referred to therein; (c) any bankruptcy, insolvency, arrangement, reorganization, readjustment, composition, liquidation or similar proceeding with respect to the Company or its property; (d) any merger, amalgamation or consolidation of any Subsidiary Guarantor or of the Company into or with any other Person or any sale, lease or transfer of any or all of the assets of any Subsidiary Guarantor or of the Company to any Person; (e) any failure on the part of the Company for any reason to comply with or perform any of the terms of any other agreement with any Subsidiary Guarantor; (f) any failure on the part of any holder to obtain, maintain, register or otherwise perfect any security; or (g) any other event or circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (whether or not similar to the foregoing), and in any event however material or prejudicial it may be to any Subsidiary Guarantor or to any subrogation, contribution or reimbursement rights any Subsidiary Guarantor may otherwise have.  Each Subsidiary Guarantor covenants that its obligations hereunder will not be discharged except by indefeasible payment in full in cash of all of the Guaranteed Obligations and all other obligations hereunder.

SECTION 3.                                           W AIVER .

Each Subsidiary Guarantor unconditionally waives to the fullest extent permitted by law, (a) notice of acceptance hereof, of any action taken or omitted in reliance hereon and of any

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default by the Company in the payment of any amounts due under the Notes, the Note Agreement or any other instrument referred to therein, and of any of the matters referred to in Section 2 hereof, (b) all notices which may be required by statute, rule of law or otherwise to preserve any of the rights of any holder against such Subsidiary Guarantor, including, without limitation, presentment to or demand for payment from the Company or any Subsidiary Guarantor with respect to any Note, notice to the Company or to any Subsidiary Guarantor of default or protest for nonpayment or dishonor and the filing of claims with a court in the event of the bankruptcy of the Company, (c) any right to require any holder to enforce, assert or exercise any right, power or remedy including, without limitation, any right, power or remedy conferred in the Note Agreement or the Notes, (d) any requirement for diligence on the part of any holder and (e) any other act or omission or thing or delay in doing any other act or thing which might in any manner or to any extent vary the risk of such Subsidiary Guarantor or otherwise operate as a discharge of such Subsidiary Guarantor or in any manner lessen the obligations of such Subsidiary Guarantor hereunder.

SECTION 4.                                           O BLIGATIONS UNIMPAIRED .

Each Subsidiary Guarantor authorizes the holders, without notice or demand to such Subsidiary Guarantor or any other Subsidiary Guarantor and without affecting its obligations hereunder, from time to time: (a) to renew, compromise, extend, accelerate or otherwise change the time for payment of, all or any part of the Notes, the Note Agreement or any other instrument referred to therein; (b) to change any of the representations, covenants, events of default or any other terms or conditions of or pertaining to the Notes, the Note Agreement or any other instrument referred to therein, including, without limitation, decreases or increases in amounts of principal, rates of interest, the Make-Whole Amount or any other obligation; (c) to take and hold security for the payment of the Notes, the Note Agreement or any other instrument referred to therein, for the performance of this Subsidiary Guaranty Agreement or otherwise for the Indebtedness guaranteed hereby and to exchange, enforce, waive, subordinate and release any such security; (d) to apply any such security and to direct the order or manner of sale thereof as the holders in their sole discretion may determine; (e) to obtain additional or substitute endorsers or guarantors or release any other Subsidiary Guarantor or any other Person or entity primarily or secondarily liable in respect of the Guaranteed Obligations; (f) to exercise or refrain from exercising any rights against the Company, any Subsidiary Guarantor or any other Person; and (g) to apply any sums, by whomsoever paid or however realized, to the payment of the Guaranteed Obligations and all other obligations owed hereunder.  The holders shall have no obligation to proceed against any additional or substitute endorsers or guarantors or to pursue or exhaust any security provided by the Company, such Subsidiary Guarantor or any other Subsidiary Guarantor or any other Person or to pursue any other remedy available to the holders.

If an event permitting the acceleration of the maturity of the principal amount of any Notes shall exist and such acceleration shall at such time be prevented or the right of any holder to receive any payment on account of the Guaranteed Obligations shall at such time be delayed or otherwise affected by reason of the pendency against the Company , any Subsidiary Guarantor or any other guarantors of a case or proceeding under a bankruptcy or insolvency law, such Subsidiary Guarantor agrees that, for purposes of this Subsidiary Guaranty Agreement and its obligations hereunder, the maturity of such principal amount shall be deemed to have been

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accelerated with the same effect as if the holder thereof had accelerated the same in accordance with the terms of the Note Agreement, and such Subsidiary Guarantor shall forthwith pay such accelerated Guaranteed Obligations.

SECTION 5.                                           S UBROGATION AND SUBORDINATION .

(a)       Each Subsidiary Guarantor will not exercise any rights which it may have acquired by way of subrogation under this Subsidiary Guaranty Agreement, by any payment made hereunder or otherwise, or accept any payment on account of such subrogation rights, or any rights of reimbursement, contribution or indemnity or any rights or recourse to any security for the Notes or this Subsidiary Guaranty Agreement unless and until all of the Guaranteed Obligations shall have been indefeasibly paid in full in cash.

(b)       Each Subsidiary Guarantor hereby subordinates the payment of all Indebtedness and other obligations of the Company or any other guarantor of the Guaranteed Obligations owing to such Subsidiary Guarantor, whether now existing or hereafter arising, including, without limitation, all rights and claims described in clause (a) of this Section 5, to the indefeasible payment in full in cash of all of the Guaranteed Obligations.  If the Required Holders so request, any such Indebtedness or other obligations shall be enforced and performance received by such Subsidiary Guarantor as trustee for the holders and the proceeds thereof shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of any Subsidiary Guarantor under this Subsidiary Guaranty Agreement.

(c)       If any amount or other payment is made to or accepted by any Subsidiary Guarantor in violation of any of the preceding clauses (a) and (b) of this Section 5, such amount shall be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the holders and shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of such Subsidiary Guarantor under this Subsidiary Guaranty Agreement.

(d)       Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Note Agreement and that its agreements set forth in this Subsidiary Guaranty Agreement (including this Section 5) are knowingly made in contemplation of such benefits.

(e)       Each Subsidiary Guarantor hereby agrees that, to the extent that a Subsidiary Guarantor shall have paid an amount hereunder to any holder that is greater than the net value of the benefits received, directly or indirectly, by such paying Subsidiary Guarantor as a result of the issuance and sale of the Notes (such net value, its “Proportionate Share” ), such paying Subsidiary Guarantor shall, subject to Section 5(a) and 5(b), be entitled to contribution from any Subsidiary Guarantor that has not paid its Proportionate Share of the Guaranteed Obligations.  Any amount payable as a contribution under this Section 5(e) shall be determined as of the date

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on which the related payment is made by such Subsidiary Guarantor seeking contribution and each Subsidiary Guarantor acknowledges that the right to contribution hereunder shall constitute an asset of such Subsidiary Guarantor to which such contribution is owed.  Notwithstanding the foregoing, the provisions of this Section 5(e) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the holders of the Notes hereunder or under the Notes, the Note Agreement or any other document, instrument or agreement executed in connection therewith, and each Subsidiary Guarantor shall remain jointly and severally liable for the full payment and performance of the Guaranteed Obligations.

SECTION 6.                                           R EINSTATEMENT OF GU ARANTY .

This Subsidiary Guaranty Agreement shall continue to be effective, or be reinstated, as the case may be, if and to the extent at any time payment, in whole or in part, of any of the sums due to any holder on account of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by a holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any other guarantors, or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Company or any other guarantors or any part of its or their property, or otherwise, all as though such payments had not been made.

SECTION 7.                                           RANK OF GUARANTY .

Each Subsidiary Guarantor will ensure that its payment obligations under this Subsidiary Guaranty Agreement will at all times rank at least pari passu , without preference or priority, with all other unsecured and unsubordinated Indebtedness of such Subsidiary Guarantor now or hereafter existing.

SECTION 8.                                           A DDITIONAL C OVENANTS OF EACH SUBSIDIARY G UARANTOR .

So long as any Notes are outstanding or the Note Agreement shall remain in effect, each Subsidiary Guarantor agrees that such Subsidiary Guarantor will comply with the covenants applicable to such Subsidiary Guarantor in Section 9 and Section 10 of the Note Agreement.

SECTION 9.                                           R EPRESENTATIONS AND W ARRANTIES OF E ACH SUBSIDIARY G UARANTOR .

Section 9.1. Organization; Power and Authority .  Each Subsidiary Guarantor is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, and is duly qualified as a foreign legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Each Subsidiary Guarantor has the corporate or other legal power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and currently proposes to transact, to execute and deliver this Subsidiary Guaranty Agreement and to perform the provisions hereof.

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Section 9.2. Authorization, Etc .  This Subsidiary Guaranty Agreement has been duly authorized by all necessary corporate, limited liability or other action on the part of each Subsidiary Guarantor, and this Subsidiary Guaranty Agreement constitutes a legal, valid and binding obligation of each Subsidiary Guarantor enforceable against each Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 9.3. Compliance with Laws, Other Instruments, Etc .  The execution, delivery and performance by each Subsidiary Guarantor of this Subsidiary Guaranty Agreement will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Subsidiary Guarantor under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, regulations or by-laws, operating agreement, shareholders agreement or any other agreement or instrument to which such Subsidiary Guarantor is bound or by which such Subsidiary Guarantor or any of its respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to such Subsidiary Guarantor or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Subsidiary Guarantor.

Section 9.4. Governmental Authorizations, Etc .  No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by each Subsidiary Guarantor of this Subsidiary Guaranty Agreement.

Section 9.5. Each Subsidiary Guarantor represents and warrants to each holder that the representations and warranties applicable to such Subsidiary Guarantor in the Note Agreement are true and correct as of the date hereof.

SECTION 10.                                    T ERM OF SUBSIDIARY G UARANTY A GREEMENT .

This Subsidiary Guaranty Agreement and all guarantees, covenants and agreements of the Subsidiary Guarantors contained herein shall continue in full force and effect and shall not be discharged until such time as all of the Guaranteed Obligations and all other obligations hereunder shall be indefeasibly paid in full in cash and shall be subject to reinstatement pursuant to Section 6; provided that a Subsidiary Guarantor may be discharged from all of its obligations and liabilities hereunder in accordance with Section 9.7(b) of the Note Agreement.

SECTION 11.                                    S URVIVAL OF R EPRESENTATIONS AND W ARRANTIES ; E NTIRE A GREEMENT .

All representations and warranties contained herein shall survive the execution and delivery of this Subsidiary Guaranty Agreement and may be relied upon by any subsequent holder, regardless of any investigation made at any time by or on behalf of any Purchaser or any other holder.  All statements contained in any certificate or other instrument delivered by or on

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behalf of a Subsidiary Guarantor pursuant to this Subsidiary Guaranty Agreement shall be deemed representations and warranties of such Subsidiary Guarantor under this Subsidiary Guaranty Agreement.  Subject to the preceding sentence, this Subsidiary Guaranty Agreement embodies the entire agreement and understanding between each holder and the Subsidiary Guarantors and supersedes all prior agreements and understandings relating to the subject matter hereof.

SECTION 12.                                    A MENDMENT AND W AIVER .

Section 12.1.        R equirements .  Except as otherwise provided in the fourth paragraph of Section 1 of this Subsidiary Guaranty Agreement, this Subsidiary Guaranty Agreement may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Subsidiary Guarantor and the Required Holders, except that no amendment or waiver (a) of any of the first three paragraphs of Section 1 or any of the provisions of Section  2, 3, 4, 5, 6, 7, 10 or 12 hereof, or any defined term (as it is used therein), or (b) which results in the limitation of the liability of any Subsidiary Guarantor hereunder (except to the extent provided in the fourth paragraph of Section 1 of this Subsidiary Guaranty Agreement) will be effective as to any holder unless consented to by such holder in writing.

Section 12.2.        S olicitation of H olders of N otes .

(a)       Solicitation.  Each Subsidiary Guarantor will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof.  Each Subsidiary Guarantor will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 12.2 to each holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

(b)       Payment.  The Subsidiary Guarantors will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder as consideration for or as an inducement to the entering into by any holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder even if such holder did not consent to such waiver or amendment.

Section 12.3.        B inding E ffect .  Any amendment or waiver consented to as provided in this Section 12 applies equally to all holders and is binding upon them and upon each future holder and upon each Subsidiary Guarantor without regard to whether any Note has been marked to indicate such amendment or waiver.  No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon.  No course of dealing between a Subsidiary Guarantor and the holder nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any

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rights of any holder.  As used herein, the term “this Subsidiary Guaranty Agreement” and references thereto shall mean this Subsidiary Guaranty Agreement as it may be amended, modified, supplemented or restated from time to time.

Section 12.4.        N otes H eld b y Company , E tc .  Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Subsidiary Guaranty Agreement, or have directed the taking of any action provided herein to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by any Subsidiary Guarantor, the Company or any of their respective Affiliates shall be deemed not to be outstanding.

SECTION 13.                                    N OTICES .

All notices and communications provided for hereunder shall be in writing and sent (i) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (ii) by registered or certified mail with return receipt requested (postage prepaid), or (iii) by a recognized overnight delivery service (with charges prepaid).  Any such notice must be sent:

(a)   if to any Subsidiary Guarantor, to

or such other address as such Subsidiary Guarantor shall have specified to the holders in writing, or

(b)   if to any holder, to such holder at the addresses specified for such communications set forth in the Purchaser Schedule to the Note Agreement, or such other address as such holder shall have specified to the Subsidiary Guarantors in writing.

SECTION 14.                                    MISCELLANEOUS .

Section 14.1.        Successors and Assigns; Joinder .  All covenants and other agreements contained in this Subsidiary Guaranty Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns whether so expressed or

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not.  It is agreed and understood that any Person may become a Subsidiary Guarantor hereunder by executing a Guarantor Supplement substantially in the form of Exhibit A attached hereto and delivering the same to the holders.  Any such Person shall thereafter be a “Subsidiary Guarantor” for all purposes under this Subsidiary Guaranty Agreement.

Section 14.2.        Severability .  Any provision of this Subsidiary Guaranty Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law), not invalidate or render unenforceable such provision in any other jurisdiction.

Section 14.3.        Construction .  Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such express contrary provision) be deemed to excuse compliance with any other covenant.  Whether any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

The section and subsection headings in this Subsidiary Guaranty Agreement are for convenience of reference only and shall neither be deemed to be a part of this Subsidiary Guaranty Agreement nor modify, define, expand or limit any of the terms or provisions hereof.  All references herein to numbered sections, unless otherwise indicated, are to sections of this Subsidiary Guaranty Agreement.  Words and definitions in the singular shall be read and construed as though in the plural and vice versa, and words in the masculine, neuter or feminine gender shall be read and construed as though in either of the other genders where the context so requires.

Section 14.4.        Further Assurances .  Each Subsidiary Guarantor agrees to execute and deliver all such instruments and take all such action as the Required Holders may from time to time reasonably request in order to effectuate fully the purposes of this Subsidiary Guaranty Agreement.

Section 14.5.        Governing Law .  This Subsidiary Guaranty Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York, excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

Section 14.6.        Jurisdiction and Process; Waiver of Jury Trial .  (a) Each Subsidiary Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Subsidiary Guaranty Agreement.  To the fullest extent permitted by applicable law, each Subsidiary Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any

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such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b)       Each Subsidiary Guarantor consents to process being served by or on behalf of any holder in any suit, action or proceeding of the nature referred to in Section 14.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 13 or at such other address of which such holder shall then have been notified pursuant to Section 13.  Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it.  Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(c)       Nothing in this Section 14.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against any Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(d)       THE SUBSIDIARY GUARANTORS AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS SUBSIDIARY GUARANTY AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Section 14.7.        Reproduction of Documents .  This Subsidiary Guaranty Agreement and all documents relating thereto, including (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced. Each Subsidiary Guarantor agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.  This Section 14.7 shall not prohibit a Subsidiary Guarantor or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.  A facsimile or electronic transmission of the signature page of a Subsidiary Guarantor shall be effective as delivery of a manually executed counterpart hereof and shall be admissible into evidence for all purposes.

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I N WITNESS WHEREOF, each Subsidiary Guarantor has caused this Subsidiary Guaranty Agreement to be duly executed and delivered as of the date and year first above written.

EXHIBIT A

SUBSIDIARY GUARANTOR SUPPLEMENT

THIS SUBSIDIARY GUARANTOR SUPPLEMENT (the “Subsidiary Guarantor Supplement” ), dated as of           , 20   is made by              , a                  (the “Additional Subsidiary Guarantor” ), in favor of the holders from time to time of the Notes issued pursuant to the Note Agreement described below:

PRELIMINARY STATEMENTS:

I.       Pursuant to the Note Purchase Agreement dated as of November 15, 2017 (as amended, modified, supplemented or restated from time to time, the “Note Agreement” ), by and among LITTELFUSE, INC., a Delaware corporation (together with any successor thereto that becomes a party to the Note Agreement pursuant to Section 10.2, the “Company” ) and the Persons listed on the signature pages thereto (the “Purchasers” ), the Company has issued and sold (i) $50,000,000 aggregate principal amount of its 3.48% Senior Notes, Series A, due February 15, 2025 (the “Series A Notes” ) and (ii) $125,000,000 aggregate principal amount of its 3.78% Senior Notes, Series B, due February 15, 2030 (as amended, restated or otherwise modified from time to time and including any such notes issued in substitution therefor, the “Notes” and individually a “Note” ).

II.       The Company is required pursuant to the Note Agreement to cause the Additional Subsidiary Guarantor to deliver this Subsidiary Guarantor Supplement in order to cause the Additional Subsidiary Guarantor to become a Subsidiary Guarantor under the Subsidiary Guaranty Agreement dated as of January 16, 2018 executed by certain Subsidiaries of the Company (together with each entity that from time to time becomes a party thereto by executing a Subsidiary Guarantor Supplement pursuant to Section 14.1 thereof, collectively, the “Subsidiary Guarantors” ) in favor of each holder from time to time of any of the Notes (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Subsidiary Guaranty Agreement” ).

III.      The Additional Subsidiary Guarantor has received and will receive substantial direct and indirect benefits from the Company’s compliance with the terms and conditions of the Note Agreement and the Notes issued thereunder.

IV.       Capitalized terms used and not otherwise defined herein have the definitions set forth in the Note Agreement.

Now therefore, in consideration of the funds advanced to the Company by the Purchasers under the Note Agreement and to enable the Company to comply with the terms of the Note Agreement, the Additional Subsidiary Guarantor hereby covenants, represents and warrants to the holders as follows:

The Additional Subsidiary Guarantor hereby becomes a Subsidiary Guarantor (as defined in the Subsidiary Guaranty Agreement) for all purposes of the Subsidiary Guaranty Agreement.  Without limiting the foregoing, the Additional Subsidiary Guarantor hereby (a) jointly and severally with the other Subsidiary Guarantors under the Subsidiary Guaranty Agreement, guarantees to the holders from time to time of the Notes the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) and the full and prompt performance and observance of all Guaranteed Obligations (as defined in Section 1 of the Subsidiary Guaranty Agreement) in the same manner and to the same extent as is provided in the Subsidiary Guaranty Agreement, (b) accepts and agrees to perform and observe all of the covenants set forth therein, (c) waives the rights set forth in Section 3 of the Subsidiary Guaranty Agreement, (d) agrees to perform and observe the covenants contained in Section 8 of the Subsidiary Guaranty Agreement, (e) makes the representations and warranties set forth in Section 9 of the Subsidiary Guaranty Agreement and (f) waives the rights, submits to jurisdiction, and waives service of process as described in Section 14.6 of the Subsidiary Guaranty Agreement.

Notice of acceptance of this Subsidiary Guarantor Supplement and of the Subsidiary Guaranty Agreement, as supplemented hereby, is hereby waived by the Additional Subsidiary Guarantor.

The address for notices and other communications to be delivered to the Additional Subsidiary Guarantor pursuant to Section 13 of the Subsidiary Guaranty Agreement is set forth below.

IN WITNESS WHEREOF, the Additional Subsidiary Guarantor has caused this Subsidiary Guarantor Supplement to be duly executed and delivered as of the date and year first above written.

A- 2

Exhibit 10.3

SEVENTH AMENDED EXECUTIVE EMPLOYMENT AGREEMENT

This Seventh Amended Executive Employment Agreement (this “ Agreement ”) is entered into by and between IXYS Corporation (the “ Company ”), a Delaware corporation, and Nathan Zommer (“ Executive ”), effective as of, and contingent upon, the occurrence of a Change in Control (as defined in the Company’s 2016 Equity Incentive Plan, as amended from time to time, or any successor thereto) on or before December 31, 2018 (the effective date of such Change in Control, the “ Effective Date ”).  If a Change in Control is not consummated on or before December 31, 2018, this Agreement shall be null and void and the Prior Agreement shall remain in full force and effect.

W I T N E S S E T H

WHEREAS, the Company and Executive are parties to that certain Sixth Amended Executive Employment Agreement, effective as of August 1, 2015 (the “ Prior Agreement ”), which is hereby amended and restated in its entirety by this Agreement;

WHEREAS, the Company desires to continue the employment of Executive, and Executive desires to continue to be employed by the Company, in each case, under the terms and conditions herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                                       EMPLOYMENT BY THE COMPANY .

1.1                                Subject to the provisions for earlier termination hereinafter provided, Executive’s employment hereunder shall be for a term commencing on the Effective Date and ending on the third anniversary of the Effective Date (the “ Initial Employment Period ”).  Thereafter, if not previously terminated in accordance herewith, Executive’s employment hereunder shall automatically be extended for successive one-year periods (each, a “ Renewal Employment Period ”), unless either party elects not to so renew the term by notifying the other party, in writing, of such election at least 90 days prior to the commencement of any renewal period.  The Initial Employment Period and any Renewal Employment Period(s) are collectively referred to as the “ Employment Period ”).

1.2                                During the Employment Period, Executive shall render full-time services to the Company as its Chief Executive Officer and Chief Technology Officer.  Executive shall have such responsibilities, duties and authorities that are customarily associated with such position, and such duties that are assigned by the Company’s Board of Directors (the “ Board ”).  Executive acknowledges that the Board may delegate to a committee of the Board any matter referred to in this Agreement as being for the Board’s determination.  Executive agrees to devote Executive’s full business time and attention to the business and affairs of the Company during the Employment Period.  Notwithstanding the forgoing, during the Employment Period, it shall not be a violation of this Agreement for Executive to: (i) serve on boards, committees or similar bodies of other companies or organizations, provided that such companies and organizations are not competitors of the Company (as determined by the Board in its sole discretion), or (ii) fulfill teaching, speaking and writing engagements, in each case, so long as such activities do not individually or in the aggregate materially interfere or conflict with the performance of Executive’s duties and responsibilities under this Agreement.

2.                                       COMPENSATION, VACATION AND BENEFITS .

2.1                                During the Employment Period, the Company shall pay Executive an annual base salary

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(the “ Base Salary ”) in the amount of $525,000, payable every two weeks.  The Base Salary may be increased in the Company’s discretion, but not reduced, and the term “Base Salary” as utilized in this Agreement shall refer to the Base Salary as so increased.

2.2                                In addition to the Base Salary, Executive shall be considered for an annual performance bonus on such terms and conditions as the Board shall determine in its sole discretion.  Executive’s performance and bonus arrangement will be reviewed by the Board from time to time, as the Board determines in its sole discretion.

2.3                                Executive shall be eligible for stock options, restricted stock grants and/or other equity awards, as determined by the Board in its sole discretion.

2.4                                During the Employment Period, Executive (and Executive’s spouse and/or eligible dependents to the extent provided in the applicable plans and programs) shall be eligible to participate in the Company’s retirement, health and welfare benefit plans and programs generally made available to the Company’s similarly-situated executives from time to time.  Details about these benefits are set forth in the employee handbook and summary plan descriptions, copies of which have previously been provided to Executive.  Unless the context otherwise requires, as used in this Agreement, “benefits” does not include any rights to the Company’s equity securities (whether stock options, restricted stock units, stock awards or other equity awards).  Nothing contained in this Section 2.4 shall create or be deemed to create any obligation on the part of the Company to adopt or maintain any health, welfare, retirement or other benefit plan or program at any time or to create any limitation on the Company’s ability to modify or terminate any such plan or program.

2.5                                In addition to the benefits provided to Executive pursuant to subsections 2.1, 2.2, 2.3 and 2.4 hereof, the Company shall:

(a)                                  pay directly for or reimburse Executive (as determined by the Company in its sole discretion) for all reasonable costs of a yearly medical exam of Executive by a physician of his choice, with any such payment or reimbursement made prior to the 15 th  day of the third month following the end of the fiscal year with respect to which such amount is payable;

(b)                                  maintain term life insurance (without a buildup of equity) in the amount of $2,000,000 on the life of Executive, payable to such beneficiary or beneficiaries as Executive may designate from time to time;

(c)                                   pay directly for or reimburse Executive (as determined by the Company in its sole discretion) for the services of a personal tax and/or investment advisor, not to exceed $2,000 per year, with any such payment or reimbursement made prior to the 15 th  day of the third month following the end of the fiscal year with respect to which such amount is payable;

(d)                                  either (as determined by the Company in its sole discretion) (i) provide Executive with a car of such make and model as Executive and the Board shall agree is commensurate with Executive’s position with the Company and reimburse Executive in accordance with the Company’s applicable policies and procedures for the actual costs incurred by Executive in connection with the use of such car for business purposes (including gas, insurance for such car and reasonable maintenance thereof) or (ii) pay Executive a monthly allowance for a car on an economic basis comparable to the benefits described in the foregoing clause (i) (as determined by the Board in its discretion); provided , however , that Executive shall at all times (x) comply with all policies of the Company from time to time in effect with respect to the maintenance and operation of

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motor vehicles, and (y) maintain a valid driver’s license.  In the event the Company provides Employee with a car in accordance with the forgoing clause (i), the Company may, in its sole discretion, allow Employee to retain such car following a termination of Employee’s employment; and

(e)                                   except as otherwise set forth in applicable Company policies, programs or practices, Executive shall be entitled to accrue and use 20 days of paid vacation per calendar year (pro-rated for any partial year of service), subject to any accrual limits set forth in the policies, programs and practices of the Company applicable to its similarly-situated employees generally; provided , however , that if there are no such accrual limits in the Company’s applicable policies, programs and practices, then Executive will not accrue any vacation time in excess of 20 days per year and will cease accruing vacation time if Executive’s accrued vacation reaches 20 days until such time as Executive’s accrued vacation drops below such limit.

3.                                       EMPLOYEE HANDBOOK .  By signing this Agreement, Executive acknowledges that Executive has received and read the Company’s employee handbook.  Executive agrees to abide by all company policies and procedures.  Notwithstanding the foregoing, if there shall be any conflict between this Agreement and such employee handbook, the terms of this Agreement shall govern.

4.                                       TERMINATION OF EMPLOYMENT .

4.1                                Executive’s employment shall terminate automatically upon Executive’s death during the Employment Period.

4.2                                The Company may terminate Executive’s employment during the Employment Period for Cause or without Cause.  For purposes of this Agreement, “ Cause ” shall mean:

(i)                                    Executive’s unauthorized use or disclosure of the Company’s confidential information or trade secrets, which use or disclosure causes material harm to the Company;

(ii)                                 Executive’s commission of an act of material dishonesty in connection with Executive’s responsibilities as an employee of the Company;

(iii)                              Executive’s repeated failure, in the reasonably judgement of the Board, to substantially perform Executive’s duties or responsibilities as an employee as directed or assigned by the Board (other than a failure resulting from Executive’s Disability) after written notice thereof to Executive from the Company describing in reasonable detail the factual basis of Executive’s failure to perform such duties or responsibilities and Executive having had the opportunity to address the Board regarding such alleged failures and Executive’s failure to remedy said non-performance to the Company’s satisfaction within 60 days of receiving written notice;

(iv)                               Executive’s commission of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any State;

(v)                                  Executive’s engagement in gross misconduct and such misconduct is materially harmful to the Company;

(vi)                               Executive’s failure to comply with the terms of any written Company policy or rule as they may be in effect from time to time during the Employment Period if such failure is materially harmful to the Company;

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(vii)                          Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested cooperation; or

(viii)                       Executive’s breach of this Agreement, the confidentiality and nondisclosure agreement between Executive and the Company or any other agreements with the Company including, but not limited to, agreements regarding confidentiality or proprietary information, if such breach is materially harmful to the Company.  For the avoidance of doubt, Executive’s Disability shall not constitute “Cause.”  Failure to accomplish corporate financial and management goals shall not constitute “cause”.

4.3                                Executive’s employment may be terminated by Executive for any reason, including with Good Reason or by Executive without Good Reason.  For purposes of this Agreement, “ Good Reason ” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) as provided below:

(i)                                    a reduction of Executive’s Base Salary by more than five percent;

(ii)                                 the failure by the Company to pay or provide Executive when due any compensation, benefits or perquisites to which the Executive is entitled pursuant to this Agreement or any other plan, contract or arrangement in which the Executive participates or is entitled to participate;

(iii)                              a diminution in Executive’s responsibilities, authority or title, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith (it being understood that the fact that the Company is no longer a public company or an ultimate parent entity shall not be a basis for diminution);

(iv)                               the relocation of Executive’s worksite to a location that is more than 25 miles from his prior worksite;

(v)                                  the failure or refusal of a successor company to assume the Company’s obligations under this Agreement; or

(vi)                               a material breach by the Company or any successor company of any of the material provisions of this Agreement

Notwithstanding the foregoing, Executive will not be deemed to have resigned for Good Reason unless (1) Executive provides the Company with written notice setting forth in reasonable detail the facts and circumstances claimed by Executive to constitute Good Reason within 60 days after the date of the occurrence of any event that Executive knows or should reasonably have known to constitute Good Reason, (2) the Company fails to cure such acts or omissions within 30 days following its receipt of such notice, and (3) the effective date of Executive’s termination for Good Reason occurs no later than 60 days after the expiration of the Company’s cure period.

4.4                                Upon the termination of Executive’s employment for any reason, Executive agrees to return to the Company all documents of the Company and its affiliates (and all copies thereof) and all other Company or Company affiliate property that Executive has in Executive’s possession, custody or control, including (i) any materials that contain or embody proprietary or confidential information of the Company or an affiliate thereof, (ii) computers and other electronic devices, cellular phones/smartphones, credit cards, entry cards, identification badges

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and keys, and (iii) any correspondence, manuals, notes, reports, plans, proposals, financial documents, and other documents concerning the customers, business plans, marketing strategies, products and/or processes of the Company or any of its affiliates; provided , however , that Executive may, as determined by the Board in its sole discretion, retain certain materials or property on the condition that Executive removes all confidential and proprietary information from such materials or property.

5.                                       OBLIGATIONS OF THE COMPANY UPON TERMINATION .

5.1                                Upon a termination of Executive’s employment for any reason, Executive shall be paid, in a single lump-sum payment within 30 days following the date of Executive’s termination of employment (or such earlier date as may be required by applicable law), the aggregate amount of Executive’s earned but unpaid Base Salary, accrued but unpaid vacation pay through the date of such termination, and unreimbursed business expenses incurred prior to the date of termination that are reimbursable in accordance with Section 2.5 above.

5.2                                QUALIFYING TERMINATION OF EMPLOYMENT .  In the event that, during the Employment Period, (i) the Company terminates Executive’s employment without Cause, but not for reasons of Disability or death, (ii) Executive resigns for Good Reason, or (iii) Executive’s employment terminates due to a non-renewal of the Employment Period by the Company (provided that Executive is willing and able to at such time to continue in employment with the Company in terms and conditions substantially similar to those set forth herein) (any of (i), (ii) or (iii), a “ Qualifying Termination ”), then upon Executive’s Separation from Service (as defined below) (such date, the “ Separation Date ”), Executive shall receive as severance the following payments and benefits:

(a)                                  The Company shall pay to Executive a lump-sum amount equal to three times Executive’s average total annual cash compensation, including Base Salary and annual bonuses (if any), over the three years immediately preceding the Separation Date, payable within 60 days following the Separation Date; provided, however , that if any period during which Executive is entitled to consider and revoke the Release spans two calendar years, such amount shall be paid to Executive in the second (2 nd ) such calendar year.

(b)                                  Executive shall continue to receive all employment benefits as defined in Sections 2.4 and 2.5 above (excluding 2.5(e)), or their cash equivalent where benefit plan participation by Executive is not available or where providing such benefits would violate applicable law and/or impose penalties on the Company, for 18 months following the Separation Date.

(c)                                   The vesting of all shares of Company stock underlying or subject to stock options, restricted stock awards, stock appreciation rights or other equity awards, in each case, granted to Executive by the Company, shall be accelerated effective as of the date on which the Release becomes effective and irrevocable (and, notwithstanding anything to the contrary in the applicable Company equity plan or award agreement, shall remain outstanding and eligible to vest in accordance with this Section 5.2(c) following the Separation Date upon the effectiveness of the Release and shall be forfeited on the 60 th  day following the Separation Date if such awards do not become vested on or prior to such date).

Notwithstanding the forgoing, the Company’s obligation to make any payment or provide any benefit under this Section 5.2 is conditioned upon the execution and delivery by Executive of a general release of claims in favor of the Company in the form attached hereto as Exhibit A (the “ Release ”) that becomes effective within 60 days after the Separation Date.

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5.3                                TERMINATION DUE TO DISABILITY .  In the event Executive suffers and continues to suffer a disability that renders him unable to perform the essential functions of his position for three months within any six-month period (a “ Disability ”), the Company shall, for 18 months commencing at the conclusion of such three-month period, (i) continue to pay Executive his Base Salary in accordance with the Company’s regular payroll practices, (ii) continue to provide Executive’s health insurance at the same level as in effect on the conclusion of such three-month period (or its cash equivalent where providing such benefits would violate applicable law and/or impose penalties on the Company) and (ii) maintain life insurance in the manner and in the amount set forth in Section 2.5(b) hereof.  If upon the conclusion of the 18-month period, Executive remains unable to perform the essential functions of the job, or the Company has no suitable vacant position for him, Executive’s employment shall be automatically terminated.

5.4                                NON-QUALIFYING TERMINATION OF EMPLOYMENT .  In the event Executive’s employment is terminated other than due to a Qualifying Termination, all of Executive’s compensation and benefits will cease immediately, and Executive shall not be entitled to any severance or other benefits (other than the amounts described in Section 5.1 above) and all other benefits provided hereunder shall cease as of such termination.

5.5                                LIMITATION ON COMPENSATION.  Except as expressly provided in Section 2, Section 5 or Section 6, Executive will not be entitled to any other compensation, severance, pay-in-lieu of notice or any such compensation.

6.                                       CHANGE IN CONTROL .  Effective immediately prior to the occurrence of a Change in Control, the vesting of all shares of Company stock underlying or subject to stock options, restricted stock awards, stock appreciation rights or other equity awards, in each case, granted to Executive by the Company, shall be accelerated.

7.                                       NOTICES .  All notices, requests, consents and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or delivered by registered or certified mail (return receipt requested), or private overnight mail (delivery confirmed by such service, to the address listed below, or to such other address as either party shall designate by notice in writing to the other in accordance herein):

If to the Company:

IXYS Corporation

1590 Buckeye Drive

Milpitas, CA 95035

Attention:  Chairman of the Compensation Committee of the Board of Directors

If to Executive:  at Executive’s most recent address on the records of the Company.

8.                                       ARBITRATION .  To ensure rapid and economical resolution of any and all disputes which may arise under this Agreement, the Company and Executive each agree that any and all disputes or controversies, whether of law or fact of any nature whatsoever (including, but not limited to, all state and federal statutory and discrimination claims), arising from or regarding the interpretation, performance, enforcement or breach of this Agreement shall be resolved by final and binding arbitration under the procedures set forth in Exhibit B to this Agreement, which exhibit is incorporated herein by reference, and the then existing Judicial Arbitration and Mediation Services (JAMS) Rules of Practice and Procedure (except insofar as they are inconsistent with the procedures set forth in Exhibit B ).

9.                                       CERTAIN REDUCTIONS IN PAYMENTS OR BENEFITS.  Executive and the Company hereby agree as follows:

9.1                                Anything in this Agreement to the contrary notwithstanding, in the event that any

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payment, distribution or other benefit provided by the Company to or for the benefit of Executive (whether paid or payable or provided or to be provided pursuant to the terms of this Agreement or otherwise) (“ Payments ”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code (the “ Code ”), and (ii) but for this Section 9, be subject to the excise tax imposed by Section 4999 of the Code (the “ Excise Tax ”), then, in accordance with this Section 9, such Payments shall be reduced to the maximum amount that would result in no portion of the payments being subject to the Excise Tax, but only if and to the extent that such a reduction would result in Executive’s receipt of Payments that are greater than the net amount Executive would receive (after application of the Excise Tax) if no reduction is made.  The amount of required reduction, if any, shall be the smallest amount so that Executive’s net proceeds with respect to the Payments (after taking into account payment of any Excise Tax and all federal, state and local income, employment or other taxes) shall be maximized.  If, notwithstanding any reduction described in this Section 9 (or in the absence of any such reduction), the Internal Revenue Service determines that a Payment is subject to the Excise Tax (or subject to a different amount of the Excise Tax than determined by the Company or Executive), then Section 9.3 shall apply.  If the Excise Tax is not eliminated pursuant to this Section 9, Executive shall pay the Excise Tax.

9.2                                All determinations required to be made under this Section 9 shall be made by the Company’s independent auditors.  Such auditors shall provide detailed supporting calculations both to the Company and Executive.  Any such determination by the Company’s independent auditors shall be binding upon the Company and Executive.  The Payments, including, without limitation, any equity award acceleration benefits provided under this Agreement or otherwise (“ Equity Award Benefits ”), shall be eliminated or reduced consistent with the requirements of this Section 9, first by eliminating or reducing cash payments and then by eliminating or reducing the number of Company shares, options or other equity awards that vest. Within five business days following a determination pursuant to this Section 9.2, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement.

9.3                                As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Company’s independent auditors hereunder, it is possible that Equity Award Benefits or other Payments, as the case may be, will have been made by the Company which should not have been made (“ Overpayment ”) or that additional Equity Award Benefits or other Payments, as the case may be, which will not have been made by the Company could have been made (“ Underpayment ”), in each case, consistent with the calculations required to be made hereunder.  In the event that the Company’s independent auditors, based upon the assertion of a deficiency by the Internal Revenue Service against Executive or the Company which the Company’s independent auditors believe has a high probability of success, determine that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of Executive shall be repaid to the Company; provided , that no amount shall be payable by Executive to the Company if and to the extent such payment would not either reduce the amount on which Executive is subject to tax under Section 280G and Section 4999 of the Code or generate a refund of such taxes.  In the event that the Company’s independent auditors, based upon controlling precedent or other substantial authority, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive.

10.                                OTHER TAX MATTERS.  Notwithstanding the other provisions of this Agreement, to the extent that any amounts payable to Executive pursuant to this Agreement would not be deductible by the Company for federal income tax purposes on account of the limitations of Section 162(m) of the Code, the Company may defer payment of such amounts to the earliest subsequent calendar year in which the Company reasonably anticipates that payment of such amounts would be deductible by the Company in accordance with Section 409A and Section 1.409A-2(b)(7)(i) of the regulations thereunder.

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11.                                GENERAL.

11.1                         ENTIRE AGREEMENT.   This Agreement sets forth the complete, final and exclusive embodiment of the entire agreement between Executive and the Company with respect to the subject matter hereof.  This Agreement is entered into without reliance upon any promise, warranty or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties, representations or agreements, including, without limitation, the Prior Agreement.  Executive hereby agrees that as of the Effective Date, the Prior Agreement is hereby terminated and shall be of no further force or effect.

11.2                         SEVERABILITY.  If any provision of this Agreement shall be held by a court of competent jurisdiction to be excessively broad as to duration, activity or subject, it shall be deemed to extend only over the maximum duration, activity and/or subject as to which such provision shall be valid and enforceable under applicable law.  If any provisions shall, for any reason, be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement, but this agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

11.3                         SUCCESSORS AND ASSIGNS.   This Agreement shall bind the heirs, personal representatives, assigns, executors and administrators of each party, and inure to the benefit of each party, its heirs, successors and assigns.  However, because of the unique and personal nature of Executive’s duties under this Agreement, Executive agrees not to delegate the performance of Executive’s duties under this Agreement without the prior consent of the Company.

11.4                         APPLICABLE LAW; CLAWBACKS.   This Agreement shall be deemed to have been entered into and shall be construed in accordance with the laws of the state of California as applied to contracts made and to be performed entirely within California.  Executive agrees and acknowledges that any compensation paid to Executive by the Company, whether heretofore or hereafter, is subject to clawback by the Company under any rule adopted, from time to time, by the U.S. Securities and Exchange Commission or any stock exchange on which the Company’s stock is traded.

11.5                         HEADINGS.   The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

11.6                         COUNTERPARTS.   This Agreement may be executed in two counterparts, each of which shall be deemed an original, all of which together shall constitute one and the same instrument.

11.7                         SECTION 409A OF THE CODE .

(a)                                  To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder (together, “ Section 409A ”).  Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company shall work in good faith with Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A; provided, however, that this Section 11.7 shall not create an obligation on the part

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of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so.

(b)                                  Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5.2 hereof, shall be paid to Executive during the six (6)-month period following Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “ Separation from Service ”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code.  If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of Executive’s death), the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such period.

(c)                                   Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments.  To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A and Section 11.7(d) hereof to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A.

(d)                                  To the extent that any payments or reimbursements provided to Executive under this Agreement are deemed to constitute compensation to Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred.  The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

11.8                         WITHHOLDING .  The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

11.9                         AMENDMENT .  No amendment or other modification of this Agreement shall be effective unless made in writing and signed by the parties hereto.

[ Signatures Appear on Following Page ]

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IN WITNESS WHEREOF, the parties have duly authorized and caused this Seventh Amended Executive Employment Agreement to be executed as follows:

[Signature Page to Employment Agreement]

EXHIBIT A

GENERAL RELEASE OF CLAIMS

This General Release of Claims (this “ Release ”) is entered into by and between Nathan Zommer (hereinafter “ Executive ”) and IXYS Corporation, a Delaware corporation (hereinafter the “ Company ”), in accordance with the severance provisions set forth in Section 5.2 of that certain Seventh Amended Executive Employment Agreement, dated on or around August 25, 2017, entered into by and between Executive and the Company (the “ Employment Agreement ”).

1.                                       Separation of Employment .  Effective             , Executive shall no longer be employed by the Company in any capacity.

2.                                       Separation Pay .  In accordance with the Employment Agreement, the Company shall pay to Executive the severance payments and benefits as provided in Section 5.2 of the Employment Agreement.

3.                                       No Admission of Liability .  This Release does not constitute an admission of any kind by the Company.

4.                                       Release of Known and Unknown Claims By Executive .  In exchange for the payments and agreements contained in Section 5.2 of the Employment Agreement, Executive agrees to unconditionally and forever release and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as the Company’s and any affiliated, related, parent and subsidiary corporation’s respective attorneys, agents, representatives, partners, joint venturers, successors, assigns, insurers, owners, employees, officers, and directors (hereinafter the “ Releasees ”) from any and all claims, actions, causes of action, demands, rights, or damages of any kind or nature (hereinafter called “ Claims ”) which he may now have, or ever have, whether known or unknown, of any nature arising out of or in any way relating to his employment with, or separation from the Company on or before the date of the execution of this Release; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of Executive; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, the California Fair Employment and Housing Act, the California Equal Pay Law, the Moore-Brown-Roberti Family Rights Act of 1991, the California Labor Code, the California WARN Act, the California False Claims Act and the California Corporate Criminal Liability Act.  Notwithstanding the foregoing, this Release shall not operate to release any rights or claims of Executive (i) to payments or benefits under Section 5.2 of the Employment Agreement, (ii) to accrued or vested benefits Executive may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (iii) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between Executive and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, or (iv) to any Claims which cannot be waived by an employee under applicable law.

5.                                       Release of Unknown Claims By Executive .  Executive further agrees to knowingly to waive the provisions and protections of Section 1542 of the California Civil Code, which reads:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT

THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

This release of claims shall be construed as broadly as possible under applicable law but shall not include any claim for indemnification under California Labor Code Section 2802 or California Corporations Code Section 317 or any other claim the release of which would violate California or federal statutory law or the public policy of the State of California.

6.                                       Knowing and Voluntary .  Executive represents and agrees that he is entering into this Release knowingly and voluntarily.  Executive affirms that no promise or inducement was made to cause him to enter into this Release, other than the severance benefits promised to Executive herein.  Executive further confirms that he has not relied upon any other statement or representation by anyone other than what is in this Release as a basis for his agreement.

7.                                       Execution of Release .  Executive expressly acknowledges that he has been provided with at least [21] (1)  days to consider this Release form the Company and that he was informed that he had the right to consult with counsel regarding this Release, and that he has had the opportunity to consult with counsel.  To the extent that Executive has taken fewer than [21] days to consider this Release, Executive acknowledges that he had sufficient time to consider this Release and to consult with counsel and that he does not desire additional time.  Executive waives the restarting of the [21]-day period in the event of any modification of this Release, whether or not material.

8.                                       Revocation .  This Release is revocable by Executive for a period of seven calendar days following his execution of this Release.  The revocation must be in writing, must specifically revoke this Release, and must be received by the Company prior to the eighth calendar day following the execution of this Release.  This Release becomes effective, enforceable and irrevocable on the eighth calendar day following Executive’s execution of this Release.

9.                                       Release of Known and Unknown Claims by the Company .  In exchange for the agreements contained in the Employment Agreement, the Company agrees to unconditionally and forever to release and discharge Executive, as well as his attorneys, agents, assigns and representatives from any and all claims, actions, causes of action, demands, rights, or damages of any kind or nature which it may now have, or ever have, whether known or unknown, of any nature arising out of or in any way relating to Executive’s employment with, or separation from, the Company on or before the date of the execution of this Release.  The Company further agrees knowingly to waive the provisions and protections of Section 1542 of the California Civil Code, which reads:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN, MUST HAVE MATERIALLY AFFECTED THE SETTLEMENT WITH THE DEBTOR.

10.                                No Actions .  Executive irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Claim. Executive agrees that if Executive hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner assert against

(1)  NTD:  To be increased to 45 days in certain circumstances.

the Releasees any of the Claims released hereunder, then Executive will pay to the Releasees, in addition to any other damages caused to the Releasees thereby, all attorneys’ fees incurred by the Releasees in defending or otherwise responding to said suit or Claim. Executive further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by the Releasees, who have consistently taken the position that they have no liability whatsoever to Executive.

11.                                Representations and Warranties; Indemnification .  Executive represents and warrants that there has been no assignment or other transfer of any interest in any Claim which Executive may have against the Releasees, and Executive agrees to indemnify and hold the Releasees harmless from any liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer.  It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against Executive under this indemnity.

12.                                Governing Law .  This Release shall be construed under the laws of the State of California, both procedural and substantive.

13.                                Arbitration .  Any dispute or controversy arising out of or relating to any interpretation, construction, performance, termination or breach of this Release, will be settled by final and binding arbitration under the procedures set forth in Exhibit B to the Employment Agreement, which exhibit is incorporated herein by reference (except that references to the Employment Agreement therein shall instead be deemed to refer to this Release), and the then existing Judicial Arbitration and Mediation Services (JAMS) Rules of Practice and Procedure (except insofar as they are inconsistent with the procedures set forth in Exhibit B ).

14.                                Confidentiality .  Executive agrees not to disclose the existence of this Release or any of its terms to anyone other than his attorneys, accountants and immediate family members, or where compelled by an order of a court of competent jurisdiction or a subpoena issued under the authority thereof.  Executive further agrees to keep this Release and all of its terms strictly confidential and agrees that he will inform any such attorneys, accountants and immediate family members about this confidentiality provision.

15.                                Waiver .  The failure to enforce any provision of this Release shall not be construed to be a waiver of such provision or to affect the validity of this Release or the right of any party to enforce this Release.

16.                                Modification .  No amendments to this Release will be valid unless written and signed by Executive and an authorized representative of the Company.

17.                                Severability .  If any sentence, phrase, paragraph, subparagraph or portion of this Release is found to be illegal or unenforceable, such action shall not affect the validity or enforceability of the remaining sentences, phrases, paragraphs, subparagraphs or portions of this Release.

18.                                Ambiguities .  Both parties have participated in the negotiation of this Release and, thus, it is understood and agreed that the general rule that ambiguities are to be construed against the drafter shall not apply to this Release.  In the event that any language of this Release is found to be ambiguous, each party shall have an opportunity to present evidence as to the actual intent of the parties with respect to any such ambiguous language.

19.                                Entire Agreement/Integration .  This Release and any confidentiality, proprietary information, or inventions agreements signed by Executive during his employment with the Company (all of which survive the termination of the employment relationship) constitute the entire agreement between Executive and the Company concerning the terms of Executive’s employment with and separation from the Company and the compensation related thereto.  All prior discussions and negotiations have been and are merged and integrated into, and are superseded by, this Release.

[ Signature page follows ]

PLEASE READ CAREFULLY.  THIS RELEASE CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.  THE UNDERSIGNED AGREE TO THE TERMS OF THIS RELEASE AND VOLUNTARILY ENTER INTO IT WITH THE INTENT TO BE BOUND THEREBY.

Exhibit B

ARBITRATION PROCEDURE

1.                                       The parties agree that any dispute that arises in connection with this Agreement or the termination of this Agreement shall be resolved by binding arbitration in the manner described below.

2.                                       A party intending to seek resolution of any dispute under the Agreement by arbitration shall provide a written demand for arbitration to the other party, which demand shall contain a brief statement of the issues to be resolved.

3.                                       The arbitration shall be conducted by a mutually acceptable retired judge from the panel of Judicial Arbitration and Mediation Services, Inc. (“ JAMS ”).  At the request of either party, arbitration proceedings will be conducted in the utmost secrecy and, in such case, all documents, testimony and records shall be received, heard and maintained by the arbitrator in secrecy under seal, available for inspection only by the parties to the arbitration, their respective attorneys, and their respective expert consultants or witnesses who shall agree, in advance and in writing, to receive all such information confidentially and to maintain such information in secrecy, and make no use of such information except for the purposes of arbitration, unless compelled by legal process.

4.                                       The arbitrator is required to disclose any circumstances that might preclude the arbitrator from rendering an objective and impartial determination.  In the event the parties cannot mutually agree upon the selection of a JAMS arbitrator, the President and vice president of JAMS shall designate the arbitrator.

5.                                       The party demanding arbitration shall promptly request that JAMS conduct a scheduling conference within 15 days of the date of that party’s written demand for arbitration or on the first available date thereafter on the arbitrator’s calendar.  The arbitration hearing shall be held within 30 available date thereafter on the arbitrator’s calendar.  Nothing in this paragraph shall prevent a party from seeking temporary equitable relief at any time, from JAMS or any court of competent jurisdiction, to prevent irreparable harm pending the resolution of the arbitration.

6.                                       Discovery shall be conducted as follows:  (a) prior to the arbitration any party may make a written demands for lists of the witnesses to be called and the documents to be introduced at the hearing; (b) the lists must be served within 15 days of the date of receipt of the demand, or one day prior to the arbitration, whichever is earlier; and (c) each party may take no more than two depositions (pursuant to the procedure set forth in the California Code of Civil Procedure) with a maximum of five hours of examination time per deposition, and no other form of pre-arbitration discovery shall be permitted.

7.                                       It is the intent of the parties that the Federal Arbitration Act (“ FAA ”) shall apply to the enforcement of this provision unless it is held inapplicable by a court with jurisdiction over the dispute, in which event the California Arbitration Act (“ CAA ”) shall apply.

8.                                       The arbitrator shall apply California law, including the California Evidence Code, and shall be able to decree any and all relief of an equitable nature, including, but not limited to, such relief as a temporary restraining order, a preliminary injunction, a permanent injunction, or replevin of Company property.  The arbitrator shall also be able to award actual, general or consequential damages, but shall not award any other form of damage (e.g., punitive damages).

9.                                       Each party shall pay its pro rata share of the arbitrator’s fees and expenses, in addition to other expenses of the arbitration approved by the arbitrator, pending the resolution of the arbitration.  The arbitrator shall have authority to award the payment of such fees and expenses to the prevailing party, as appropriate in the discretion of the arbitrator.  Notwithstanding the foregoing, in no event shall the cost to Executive exceed the cost in a court of law or equity.  Each party shall pay its own attorneys’ fees, witness fees and other expenses incurred for its own benefit.

10.                                The arbitrator shall render a written award setting forth the reasons for his or her decision.  The decree or judgment of an award by the arbitrator may be entered and enforced in any court having jurisdiction over the parties.  The award of the arbitrator shall be final and binding upon the parties without appeal or review except as permitted by the FAA, or if the FAA is not applicable, as permitted by the CAA.

Exhibit 10.4

EXECUTIVE SEVERANCE POLICY

PURPOSE

The purpose of this Executive Severance Policy (this “ Policy ”) is to provide Executives with security from certain involuntary terminations and to better enable Executives to devote their full-time, attention and energy to the business of Littelfuse, Inc. (the “ Company ”), thereby benefiting the Company and its stockholders.

This Policy was approved by the Board of Directors of the Company (the “ Board ”) and is effective as of January 15, 2018 (the “ Effective Date ”).

ELIGIBILITY

Only employees of the Company with a designated title of senior vice-president (SVP) or higher and any other key employee specifically designated as a participant by the Board or a designated committee thereof (each, an “ Executive ,” and collectively, the “ Executives ”) shall be eligible for the payments and benefits described in this Policy.  Notwithstanding the foregoing, any Executive who is otherwise eligible to receive severance payments and/or benefits under any individual agreement between the Executive and the Company or any subsidiary thereof shall not be eligible for benefits under this Policy.

ADMINISTRATION

The Compensation Committee of the Board or a designee thereof (the “ Committee ”) shall act as the administrator of this Policy for purposes of the Employee Retirement Income Security Act of 1974 (“ ERISA ”).  The Chief Human Resources Officer (the “ CHRO ”) shall act as the “named fiduciary” of this Policy for purposes of Section 402(a)(1) of ERISA with respect to all duties and powers assigned to the CHRO hereunder and will be responsible for complying with all reporting and disclosure requirements of Part I of Subtitle B of Title I of ERISA.  The CHRO shall have sole and absolute discretion and authority to administer this Policy and any severance benefits provided under this Policy.  The CHRO may, in his or her discretion, secure the services of other parties, including agents and/or employees, to carry out the day-to-day functions necessary to an efficient operation of this Policy.

The CHRO shall have the exclusive, discretionary power and authority to make reasonable rules and regulations required in the administration of this Policy; to interpret the terms of this Policy wherever necessary to carry out its intent and purpose and to facilitate its administration, to determine eligibility for coverage and severance benefits; to waive requirements under this Policy’s terms, and to make such other determinations and to exercise such other powers and responsibilities as shall be provided for in this Policy (except those determinations which the Policy requires others to make); to construe, interpret, apply and enforce this Policy and any such rules and to remedy ambiguities, errors or omissions in this Policy; and the CHRO’s good-faith interpretations and decisions shall be binding and conclusive upon all persons.  Any dispute as to eligibility, type, amount, or duration of severance benefits under this Policy or any amendment or modification thereof shall be resolved by the CHRO under and pursuant to this Policy, in its sole and absolute discretion, and the CHRO’s decision of the dispute shall be binding and final on all parties to the dispute.  The Company’s decisions need not be uniform with respect to similarly-situated Executives.

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The CHRO shall prepare, or cause to be prepared and distributed to the Executives, and filed with appropriate governmental agencies, such reports, disclosures, and forms as are required by said governmental agencies, if any, and shall retain all such reports, disclosures and forms in the CHRO’s files.

If the CHRO becomes eligible or makes a claim for benefits under this Policy, he or she will have no authority with respect to any matter specifically affecting his or her individual interest under this Policy, and the Committee will exercise (or delegate to another officer of the Company) all powers, authorities and obligations otherwise vested in the CHRO pursuant to the foregoing provisions.

SEVERANCE BENEFITS

If the Company terminates the Executive’s employment other than for Cause (defined below), the Company shall pay the Executive the following severance benefits under this Policy (the “ Severance Benefits ”):

(a)           the multiple of the sum of (x) the Executive’s annual base salary as in effect immediately prior to the effective date of the Executive’s termination plus (y) the annual bonus that could otherwise be payable to the Executive in accordance with the terms of the applicable annual bonus plan in which the Executive is, immediately prior to the effective date of the Executive’s termination, otherwise eligible to participate for the fiscal year in which the termination date occurs (the “ Annual Bonus ”), assuming achievement of all applicable Company and individual performance metrics at target levels, as designated below, which shall be payable in a single lump sum on the 60 th  day following the Executive’s termination of employment, subject to the execution without revocation of the release as provided below; provided , however , that if the 60-day period begins in one calendar year and ends in a second calendar year, such amounts shall be paid in the second calendar year by the last day of such 60-day period:

(b)           the product of (x) the Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination date occurs, multiplied by (y) a fraction, the numerator of which is the number of days in such fiscal year from the beginning of the fiscal year until the Executive’s termination date, and the denominator of which is 365. This prorated Annual Bonus amount (if any) will be determined based on actual Company and individual performance through the end of such fiscal year and paid at the same time that Annual Bonuses are otherwise paid to other employees who participate in the Annual Bonus plan, but in no event later than March 15th following the end of the applicable fiscal year.

In addition to the Severance Benefits, the Executive shall be entitled to:  (i) his or her annual base salary through the Executive’s date of termination of employment to the extent not already paid, paid according to normal payroll practices within two payroll periods after the Executive’s termination date; (ii) any vested employee benefits due to the Executive under the Company’s benefit plans, paid in accordance with the applicable employee benefit program; (iii) any accrued

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but unpaid vacation pay, paid in accordance with Company policy but in any event within two payroll periods after the Executive’s termination date; (iv) continuation of all perquisites, on the same terms, as were, immediately prior to the Executive’s termination date, provided to the Executive, through the end of the year of termination; and (v) for a period of up to one year after the date of termination, monthly outplacement services at reasonable levels as provided to peer executives of the Company, for the purpose of assisting the Executive to seek a new position, provided , however , that the Company shall have no further obligations to provide such outplacement services once the Executive has accepted a position with a third party.

To the extent the Company in its discretion determines in accordance with the Company’s policies regarding COBRA for terminated U.S. employees generally, the Executive may also be eligible for payment by the Company of up to 100% of the premiums payable for COBRA coverage at employee rates for the maximum period shown below (or, if shorter, the maximum COBRA period, which shall be assumed to be 18 months). This COBRA premium amount is payable, if at all, in accordance with such policies (or otherwise as the CHRO may choose, in his or her sole discretion, so long as all benefits described in this paragraph are paid in full by March 15 th  following the end of the calendar year in which the Executive’s termination date occurs).

The Company may withhold from any amounts payable under this Policy such federal, state, local or foreign taxes as required by any applicable law or regulation.

If the Executive’s termination of employment is for Cause, due to death or disability, or the Executive voluntarily terminates his or her employment for any reason, no benefits shall be due under this Policy. “ Cause ” shall be as defined in any change of control agreement in effect between the Executive and the Company at the time of the Executive’s termination of employment (or, in the absence of such an agreement, as determined by the Board, in its sole discretion). The failure by the Company to set forth in a notice of termination any fact or circumstance that contributes to a showing of Cause shall not waive any right of the Company or preclude the Company from asserting such fact or circumstance in enforcing the Company’s rights hereunder.

RELEASE

Severance Benefits shall be payable under this Policy only if the Executive timely signs and submits a separation and release agreement (“ Separation and Release Agreement ”) to the CHRO.  Such Separation and Release must be executed, and any time period for revocation must have expired without the Executive revoking the release contained therein, by the earlier of (a) the date specified in the Separation and Release Agreement or (b) 55 days following the Executive’s termination date. Such Separation and Release Agreement shall be in a form acceptable to the Company and shall include, without limitation, the Executive’s agreement to (i) release all claims against the Company, its affiliates and its or their shareholders, directors, officers or agents; (ii) not solicit or hire employees, or interfere with employee, customer, vendor or other relationships, of the Company or its affiliates; (iii) certain non-compete provisions; (iv) cooperate in any legal proceedings by or against the Company or its affiliates; and (v) protect the confidentiality of trade secrets and other nonpublic confidential information of the Company and

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its affiliates. This requirement shall not apply to the extent prohibited by applicable law or where waived in writing by the Company.

CODE SECTION 409A

To the extent necessary to exempt amounts payable hereunder from Section 409A(a)(1)(B) under the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), references to “termination of employment” or “termination” shall mean a “separation from service” within the meaning of Section 409A of the Internal Revenue Code (“ Section 409A ”), and references to the “termination date” shall mean the date on which the Executive’s separation from service occurs.  Each payment provided for in this Policy is a separate payment for purposes of Section 409A, and this Policy is intended to be construed in such a manner that all amounts payable to the Executive qualify for such short-term deferral exception. In no event, however, shall the Company or its affiliates be liable for any additional tax, interest or penalty that may be imposed on the Executive under Section 409A (or any similar tax) or for any damages for failing to comply with Section 409A.  Any reimbursements that may be payable under this Policy shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred.  The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

FUNDING

It is intended that this Policy constitute an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

CLAIMS PROCEDURES

Severance benefits under this Policy will automatically be paid to Executives who qualify for such severance benefits (for the avoidance of doubt, subject to each Executive executing and not revoking a Separation and Release Agreement).  An Executive who believes that he or she is entitled to severance benefits under this Policy, but who has not been provided such severance benefits, should file a claim with the Company’s Human Resources Department.  The claim must be in writing.  If the claim is denied, written notice of the denial will be provided within 90 days (180 days if additional processing time is required) of the initial receipt of the claim.  Such notice will include an explanation of the factors on which the denial is based (including specific reasons for the denial and specific references to provisions in this Policy) and what, if any, additional information is needed to support the claim or to request a review of the decision. Further review of the claim and access to relevant information in this Policy may be obtained by filing a written request for review with the Company’s Human Resources Department within 60 days of receiving the denial. The decision on the review will be made no later than 60 days (120 days if additional processing time is required) after the request for review is received and shall contain an explanation of the right to file suit under ERISA Section 502(a) with respect to a claim denied upon such review.

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STATEMENT OF RIGHTS UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974

This Policy is an employee benefit plan subject to the provisions of ERISA. The following statement is required by ERISA:

ERISA provides that all employees who may become eligible for benefits under the Policy shall be entitled to:

i. Examine, without charge, at the Company’s offices all documents relating to the Policy.

ii. Obtain copies of all documents relating to this Policy upon written request.  A reasonable charge may be imposed for the copies.

In addition to creating rights for employees, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan.  These people, called “fiduciaries” of the plan, have a duty to act prudently and in the interest of all employees.  No one, including the Company or any other person, may fire an Executive or otherwise discriminate against an Executive in any way to prevent an Executive from obtaining a benefit or exercising his or her rights under ERISA.  If an Executive’s claim for a benefit is denied in whole or in part, the Executive must receive a written explanation of the reason for the denial.  An Executive has the right to have the Company review and reconsider the Executive’s claim.  Under ERISA, there are steps an Executive can take to enforce the above rights.  For instance, if an Executive requests materials from the Company and does not receive them within 30 days, the Executive may file a suit in federal court and the court may require the Company to provide the materials and pay the Executive a penalty of up to $110 per day until the Executive receives the materials, unless the materials were not sent because of reasons beyond the control of the Company.  If the Executive has a claim for benefits that is denied or ignored, in whole or in part, the Executive may file suit in a state or federal court.  If the Executive is discriminated against for asserting his or her rights, the Executive may seek assistance from the U.S. Department of Labor, or the Executive may file suit in a federal court.  The court will decide who should pay court costs and legal fees.  If the Executive is successful, the court may order the person the Executive has sued to pay these costs and fees.  If the Executive loses, the court may order the Executive to pay these costs and fees, for example, if it finds the Executive’s claim is frivolous.  If the Executive has any questions about this Policy, the Executive should contact the Human Resources department of the Company.  If the Executive has any questions about this statement or about the Executive’s rights under ERISA, the Executive should contact the nearest Area Office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in the Executive’s telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, NW, Washington, DC 20210.

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AMENDMENT AND TERMINATION OF POLICY

The Board may amend or terminate this Policy in any respect at any time; provided , however , in no event may the Board reduce or terminate the payments and benefits being provided to any Executive whose employment has been terminated under circumstances giving rise to payments or benefits under this Policy.

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