EXHIBIT 99.1
LITTELFUSE, INC.
EQUITY INCENTIVE COMPENSATION PLAN
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is entered into as of _______, 20__, between
___________________________ (the "Optionee") and LITTELFUSE, INC., a Delaware
corporation (the "Corporation"), with reference to the following facts:
A. Pursuant to the Littelfuse, Inc. Equity Incentive Compensation
Plan (the "Plan"), the Corporation is authorized to grant options for
shares of its Common Stock, $.01 par value (the "Common Stock"), to
officers and employees of the Corporation or any Subsidiary as a reward
for past performance or as an incentive to future performance.
B. The Corporation desires to grant an option to the Optionee.
NOW, THEREFORE, IN CONSIDERATION of the foregoing facts, the Corporation
hereby grants the following options:
1. Grant of Option. The Corporation hereby grants to the Optionee an
irrevocable option to purchase up to ____________ shares of Common Stock
of the Corporation at the price of $_____________ per share. The number
and kind of shares subject to this option and the purchase price per share
are subject to adjustment as provided in the Plan. This option shall
expire on the day before the seventh (7th) anniversary of the date hereof
unless earlier terminated in accordance with the provisions hereof.
2. Exercise of Option. Subject to the terms of the Plan and this
Agreement, this option may be exercised as follows: with respect to
twenty-five percent (25%) of the Common Stock covered hereby during the
six (6) year period commencing one (1) year following the date of grant;
with respect to an additional twenty-five percent (25%) of the Common
Stock covered hereby during the five (5) year period commencing two (2)
years following the date of grant; with respect to an additional
twenty-five percent (25%) of the Common Stock covered hereby during the
four (4) year period commencing three (3) years following the date of
grant; and with respect to the remaining twenty-five percent (25%) of the
Common Stock covered hereby during the three (3) year period commencing
four (4) years following the date of grant. This option shall be exercised
by delivery of written notice to the Corporation stating the number of
shares with respect to which the option is being exercised, together with
full payment of the purchase price therefor. Payment may be made in cash
or in such other form or combination of forms permitted by the Plan as
shall be acceptable to the Committee.
3. Reserved Shares. The Corporation has duly reserved for issuance a
number of authorized but unissued shares adequate to fulfill its
obligations under this Agreement. During the term of this Agreement the
Corporation shall take such action as may be necessary to maintain at all
times an adequate number of shares reserved for issuance or treasury
shares to fulfill its obligations hereunder.
4. Change in Control. If a Change in Control occurs, this option
shall vest immediately prior to such Change in Control.
5. Termination of Service. In the event that the Optionee ceases to
be an employee or otherwise provide services to the Corporation and its
subsidiaries for any reason other than as set forth in Section 11.4 of the
Plan, this option may, subject to the provisions of the Plan and Section
12 of this Agreement, be exercised (but only to the extent that the
Optionee was entitled to do so at the time of the termination of the
Optionee's service) at any time within three (3) months after such
termination, but in no case later than the date on which this option was
originally scheduled to expire. Any portion of this option which was not
exercisable by the Optionee at the time of any such termination of service
shall be cancelled and forfeited and the Optionee shall not have any
further rights whatsoever with respect thereto. Notwithstanding the
foregoing:
5.1 Disability. If the Optionee's service to the Corporation
is terminated by reason of the Optionee's Disability, as defined in
the Plan, this option shall vest in full, and may be exercised at
any time during the period described above, as provided in Section
11.2(a) of the Plan.
5.2 Death. If the Optionee dies, this option shall vest in
full, and may be exercised at any time during the period described
above, except that twelve (12) months shall be substituted for three
(3) months from the date of termination, as provided in Section
11.2(a) of the Plan.
5.3 Eligible Retirement. If the Optionee's service to the
Corporation is terminated by reason of Eligible Retirement, as
defined in the Plan, this option shall not vest in full at the time
of termination, but shall continue to vest on the same dates, and be
exercisable during the same periods, as if the Optionee were still
employed, as provided in Section 11.2(b) of the Plan.
6. Assignment or Transfer. This option may not be assigned or
transferred except by will or by the laws of descent and distribution or
pursuant to Section 12.1 of the Plan.
7. Plan and Committee. The construction of the terms of this
Agreement shall be controlled by the Plan, a copy of which has been made
available to the Optionee, which is hereby made a part hereof as though
set forth herein verbatim, and the rights of the Optionee are subject to
modification and termination in certain events as provided in the Plan.
All words and phrases not otherwise defined herein shall have the meanings
provided in the Plan. The Committee's interpretations of and
determinations under any of the provisions of the Plan or this Agreement
shall be conclusive.
8. Compliance with Law. This option shall not be exercised and no
shares shall be issued in respect hereof, unless in compliance with
applicable federal and state tax and securities laws.
8.1 Certificate Legends. The certificates for shares purchased
pursuant to this option shall bear any legends deemed necessary by
the Committee.
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8.2 Representations of the Optionee. As a condition to the
exercise of this option, the Optionee will deliver to the
Corporation such signed representations as may be necessary, in the
opinion of counsel satisfactory to the Corporation, for compliance
with applicable federal and state securities laws.
8.3 Resale. The Optionee's ability to transfer shares
purchased pursuant to this option or securities acquired in lieu
thereof or in exchange therefor may be restricted under federal or
state securities laws. The Optionee shall not resell or offer for
resale such shares or securities unless they have been registered or
qualified for resale under all applicable federal and state
securities laws or an exemption from such registration or
qualification is available in the opinion of counsel satisfactory to
the Corporation.
9. Notice. Every notice or other communication relating to this
Agreement shall be in writing and shall be mailed or delivered to the
party for whom it is intended at such address as may from time to time be
designated by such party in a notice mailed or delivered to the other
party as herein provided; provided, however, that unless and until some
other address be so designated, all notices or communications by the
Optionee to the Corporation shall be mailed or delivered to the
Corporation to the attention of its Secretary at 800 East Northwest
Highway, Des Plaines, Illinois 60016, and all notices or communications by
the Corporation to the Optionee may be given to the Optionee personally or
may be mailed or e-mailed to the Optionee at the most recent address which
the Optionee has provided in writing to the Corporation.
10. Tax Treatment. This option is a non-qualified option and shall
not be treated as an incentive stock option pursuant to Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"). This option is
intended to be a nonstatutory stock option which does not provide for the
deferral of compensation which would be subject to Section 409A of the
Code. The Optionee acknowledges that the tax treatment of this option,
shares subject to this option or any events or transactions with respect
thereto may be dependent upon various factors or events which are not
determined by the Plan or this Agreement. The Corporation makes no
representations with respect to and hereby disclaims all responsibility as
to such tax treatment.
11. Withholding Taxes. The Corporation shall have the right to
require the Optionee to remit to the Corporation an amount sufficient to
satisfy any federal, state or local withholding tax requirement prior to
the delivery of any shares of Common Stock acquired by the exercise of
this option. In each case of the exercise of this option, the Corporation
will notify the Optionee of the amount of the withholding tax which must
be paid under federal and, where applicable, state and local law. Upon
receipt of such notice, the Optionee shall promptly remit to the
Corporation the amount specified in such notice. No amounts of income
received by the Optionee pursuant to this Agreement shall be considered
compensation for purposes of any pension or retirement plan, insurance
plan or any other employee benefit plan of the Corporation or any of its
Subsidiaries.
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12. Non-Competition Forfeiture Provisions. The Optionee acknowledges
that a primary objective of the Corporation in deciding to grant this
option is to provide the Optionee with an incentive to remain an employee
or service provider of the Corporation and/or one or more of its
subsidiaries and that this objective will not have been accomplished if
the Optionee exercises this option, in whole or in part, and shortly
thereafter the Optionee separates from service with the Corporation and
its subsidiaries and becomes an employee of, or otherwise provides
services to, a Competitor (as such term is defined below) of the
Corporation or any of its subsidiaries. Therefore, anything else to the
contrary contained in the Plan or this Agreement notwithstanding, in the
event that the Optionee accepts employment or service with, or becomes
employed by, or agrees to provide services directly or indirectly to, a
Competitor as an officer, employee, consultant, agent, representative or
otherwise (other than ownership, individually or with a group of persons
acting in concert (as defined in the Exchange Act), of not more than 5% of
the outstanding common stock of a publicly-traded entity), or in the event
that any of the Forfeiture Events described in Section 11.4 of the Plan,
including but not limited to non-solicitation and disclosure of
confidential information, occur during the Optionee's service with the
Corporation or any of its subsidiaries or within one year thereafter
("Competitive Events"), the Optionee agrees that:
12.1 All unexercised options then held by the Optionee which
have been granted by the Corporation pursuant to this Agreement
shall be cancelled and forfeited as of the first to occur of the
Competitive Events and the Optionee shall not have any further
rights whatsoever with respect thereto; and
12.2 The Optionee shall immediately pay to the Corporation in
cash an amount equal to the product of: (x) the aggregate number
of shares of Common Stock respecting which the Optionee exercised
options under this Agreement during the 6 months preceding the first
to occur of the Competitive Events, and (y) the aggregate
differences between the exercise price of any such options and the
respective Fair Market Values (defined in the same manner as set
forth in Section 2.14 of the Plan) of the Common Stock on the
respective dates of exercise of such options (the "Award Gain").
As used herein, the term "Competitor" shall mean any person or
entity, or any affiliate thereof, which manufactures, distributes or sells
circuit protection products in competition with the Corporation or any of
its Subsidiaries. In the event that the Optionee fails to immediately pay
to the Corporation the Award Gain, the Optionee shall be liable to the
Corporation for all costs, expenses and attorneys' fees incurred by the
Corporation in connection with collecting the Award Gain from the
Optionee, plus interest at a per annum rate equal to the lower of 12% or
the highest rate permitted by applicable law.
The Optionee agrees that the Corporation and its Subsidiaries
compete worldwide in the sale of circuit protection products and that the
forfeiture provisions of this Section, and Sections 11.3 and 11.4 of the
Plan, are reasonable as they relate to the objectives of the Corporation
in deciding to grant the options to the Optionee under this Agreement. In
the event that any court shall finally hold that any provision of this
Agreement constitutes
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an unreasonable or unenforceable restriction against the Optionee, the
Optionee agrees that the provisions hereof shall not be rendered void but
shall apply to such extent as such court may judicially determine or
indicate constitutes a reasonable and enforceable restriction under the
circumstances involved. The Corporation and the Optionee each request that
any such court which holds that any of the provisions of this Agreement
constitutes an unreasonable or unenforceable restriction against the
Optionee, make a determination of what would constitute a reasonable and
enforceable restriction under the circumstances involved and to reform
this Agreement accordingly.
13. No Right to Continued Service. Nothing in the Plan or in this
Agreement shall confer upon the Optionee any right to continue in the
employ or service of the Corporation or any of its Subsidiaries or
interfere in any way with the right of the Corporation or its Subsidiaries
to terminate such employment or service at any time.
14. Governing Law. Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, USA, excluding any
conflicts or choice of law rule or principle that might otherwise refer
construction or interpretation of this Agreement to the statutory or
common law of another jurisdiction.
IN WITNESS WHEREOF, the Corporation and the Optionee have executed this
Stock Option Agreement effective as of the date first set forth above.
LITTELFUSE, INC. OPTIONEE:
By _____________________________________ _____________________________
Its ___________________________________
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