EXHIBIT 99.2
LITTELFUSE, INC.
EQUITY INCENTIVE COMPENSATION PLAN
RESTRICTED STOCK AWARD AGREEMENT
You have been selected to receive the following Award under the Littelfuse, Inc.
Equity Incentive Compensation Plan (the "Plan"):
Participant: __________________________________________
Date of Award: _______, 20__
Number of Shares of Restricted Stock Awarded: __________________
Period(s) of Restriction: Restrictions shall lapse on twenty-five
percent (25%) of the total Shares
covered by this Award when you complete
each continuous year of service with the
Corporation or its Subsidiaries
following the Date of Award, so long as
you satisfy any other conditions set
forth in the Plan:
THIS AGREEMENT, effective as of the Date of Award set forth above, between the
Participant (hereinafter "you" or "your") and Littelfuse, Inc. (hereinafter the
"Corporation"), is made pursuant to the provisions of the Plan. The capitalized
terms appearing in this Agreement shall have the definitions set forth herein,
or if not so defined, as ascribed to them in the Plan. The parties hereto agree
as follows:
1. SERVICE WITH THE CORPORATION. Each Award is conditioned on your continuous
service with the Corporation or its Subsidiaries from the Date of Award through
the end of the Period of Restriction with respect to a Share. However, neither
this condition nor the Award evidenced by this Agreement will impose upon the
Corporation or its Subsidiaries any obligation to retain you in its service for
any given period or upon any specific terms.
2. LIMITATIONS DURING PERIOD OF RESTRICTION. During the Period of Restriction
applicable to any Share, you will not be able to pledge or transfer the Share,
whether voluntarily or involuntarily, by operation of law or otherwise, except
by will or by the laws of descent and distribution or as provided in Section
12.1 of the Plan. The Corporation will hold your stock certificates in its
possession until the end of your Period of Restriction and then deliver the
stock certificates to you as soon as practicable thereafter. You must execute
the irrevocable power of attorney, which is attached hereto as Exhibit "A", to
grant the Corporation the discretionary power to transfer forfeited Shares back
to the Corporation, to a shareholder, or to another person. You will have the
right to vote your Shares and receive any dividends and other distributions paid
with respect to your Shares during the Period of Restriction; provided, however,
that certain restrictions may apply as set forth in the Plan.
3. LAPSE OF RESTRICTIONS. Once your Period of Restriction ends with respect to
any Share, you will normally be entitled to all rights of ownership to such
Share. Under certain circumstances described in the Plan, however, these rights
may be delayed or subject to additional limitations or restrictions, including:
a) No Shares shall be issued under this Award unless in compliance with
applicable federal and state tax and securities laws,
b) As a condition to the issuances of this Award and the Restricted
Stock, you will deliver to the Corporation such signed
representations as may be necessary, in the opinion of counsel
satisfactory to the Corporation, for compliance with applicable
federal and state securities laws,
c) Your ability to transfer the Shares may be restricted under federal
or state securities laws. You shall not resell or offer for resale
your Shares (or any securities issued in lieu thereof) unless they
have been registered or qualified for resale under all applicable
federal and state securities laws or an exemption from such
registration or qualification is available in the opinion of counsel
satisfactory to the Corporation,
d) Your Shares are subject to the terms and conditions of the
Corporation's Bylaws and certificate of incorporation, as they may
be amended from time to time, and
e) The certificates for your Shares shall bear any legends deemed
necessary by the Committee.
4. TAXES DUE ON SHARES. The Corporation shall subtract from the number of Shares
issued to you a number of Shares equal to the amount of any federal, state,
local or foreign withholding tax requirement (including without limitation, your
FICA obligation) divided by the Fair Market Value of a Share, and rounded to the
next higher number of whole shares. Such number of shares shall be treated as
paid in cash and the Corporation shall deposit the amount of the required tax
withholding and pay to you the cash value of any fractional share.
Notwithstanding the foregoing, the Compensation Committee shall have the right
to cause the Corporation to use any other reasonable method of satisfying its
tax withholding obligation, including without limitation, withholding taxes from
other compensation owed to you or requiring you to remit to the Corporation an
amount sufficient to satisfy all or any portion of the withholding tax
obligation. In any event, all tax withholding requirements shall be satisfied
prior to the issuance or delivery of any shares of Common Stock to you.
You may have the right, by properly filing an election under Code Section 83(b)
within 30 days after the initial grant of your Shares hereunder, to elect to be
taxed immediately on the value of your Shares in excess of the price paid (if
any), determined at Date of Award. It is your sole responsibility and not the
Corporation's to decide whether to make such an 83(b) Election and to timely
file all necessary paperwork with the appropriate governmental authorities. If
you make an 83(b) Election, you are also required to promptly notify the
Corporation by sending a copy of your written election form (within 10 days of
filing notice with the governmental authorities) to: its Secretary at 800 E.
Northwest Highway, Des Plaines, IL 60016.
You acknowledge that the tax treatment of this Award, the Shares and any events
or transactions with respect thereto may be dependent upon various factors or
events which are not determined by the Plan or this Agreement. The Corporation
makes no representations with respect to and hereby disclaims all responsibility
as to such tax treatment. No amounts of income received by you pursuant to this
Agreement shall be considered compensation for purposes of any pension or
2
retirement plan, insurance plan or any other employee benefit plan of the
Corporation or any of its Subsidiaries.
5. TERMINATION OF SERVICE. If you separate from service with the Corporation and
its Subsidiaries for any reason other than death, Disability or Eligible
Retirement, any Shares which are still subject to a Period of Restriction as of
your separation date will be immediately forfeited and returned to the
Corporation. If you separate from service with the Corporation and its
Subsidiaries due to death, Disability or Eligible Retirement, then any Shares
which are still subject to a Period of Restriction as of your separation date
will vest based on your service provided to-date, as follows: first, the number
of Shares of Restricted Stock subject to this Award is multiplied by the number
of full months of service completed by you from Date of Award to date of
separation, divided by the total months in the Period of Restriction; and
second, this amount is reduced by the number of Shares on which the Period of
Restriction has already lapsed. No fractional Shares will vest. Any remaining
Shares on which the Period of Restrictions has not lapsed as of your separation
date will be immediately forfeited and returned to the Corporation.
For example: if you are awarded 300 Shares on which the Period of
Restriction lapses 1/3 each year, and you separate from service because of
Disability after 18 months, then in addition to the 100 Shares on which
the Period of Restriction has already lapsed, the Period of Restriction
would also lapse on: (300 Shares x 18/36)-100 = 50 Shares. You would have
received 150 Shares, and the remaining 150 Shares would be forfeited.
6. CHANGE IN CONTROL. If a Change in Control occurs, your Period of Restriction
on all of your Shares will lapse immediately prior to such Change in Control.
7. ADMINISTRATION. This Agreement and your rights hereunder are subject to all
the terms and conditions of the Plan, as the same may be amended from time to
time, as well as to such rules and regulations as the Committee may adopt for
administration of the Plan. A copy of the Plan has been made available to you
and is hereby made a part of this Agreement as though its terms were set forth
herein verbatim. In the event there is any inconsistency between the terms of
this Agreement and the Plan, the terms of the Plan shall supersede and replace
the inconsistent terms of this Agreement. It is expressly understood that the
Committee is authorized to administer, construe, and make all determinations
necessary or appropriate to the administration of the Plan and this Agreement,
all of which shall be binding upon you.
8. NON-COMPETITION FORFEITURE PROVISIONS. You acknowledge that a primary
objective of the Corporation in deciding to make this Award is to provide you
with an incentive to remain an employee or service provider of the Corporation
and/or one or more of its Subsidiaries and that this objective will not have
been accomplished if the Period of Restriction on one or more Shares lapses and
shortly thereafter you separate from service with the Corporation and its
Subsidiaries and become an employee of, or otherwise provide services to, a
Competitor (as such term is defined below) of the Corporation or any of its
Subsidiaries. Therefore, anything else to the contrary contained in the Plan or
this Agreement notwithstanding, in the event that you accept employment or
service with, or become employed by, or agree to provide services directly or
indirectly to, a Competitor as an officer, employee, consultant, agent,
representative or otherwise
3
(other than ownership, individually or with a group of persons acting in concert
(as defined in the Exchange Act), of not more than 5% of the outstanding common
stock of a publicly-traded entity), or in the event that any of the Forfeiture
Events described in Section 11.4 of the Plan, including but not limited to
non-solicitation and disclosure of confidential information, occur during your
service with the Corporation or any of its Subsidiaries or within one year
thereafter ("Competitive Events"), you agree that:
a) All Shares then held by you which have been granted by the
Corporation pursuant to this Agreement and on which the Period of
Restriction has not yet lapsed as of the first to occur of the
Competitive Events shall be cancelled and forfeited and you shall
not have any further rights whatsoever with respect thereto; and
b) You shall immediately pay to the Corporation in cash an amount equal
to the product of
(x) the aggregate number of Shares awarded to you under this
Agreement on which the Period of Restriction has lapsed at any time
during the 6 months preceding the first to occur of the Competitive
Events, and
(y) the aggregate differences between the purchase price (if any)
paid by you for any such Shares and the respective Fair Market
Values (defined in the same manner as set forth in Section 2.14 of
the Plan) of the Shares on the dates the Period of Restriction on
such Shares lapsed (the "Award Gain").
As used herein, the term "Competitor" shall mean any person or entity, or any
affiliate thereof, which manufactures, distributes or sells circuit protection
products in competition with the Corporation or any of its Subsidiaries. In the
event that you fail to immediately pay to the Corporation the Award Gain, you
shall be liable to the Corporation for all costs, expenses and attorneys' fees
incurred by the Corporation in connection with collecting the Award Gain from
you, plus interest at a per annum rate equal to the lower of twelve percent
(12%) or the highest rate permitted by applicable law. You agree that the
Corporation and its Subsidiaries compete worldwide in the sale of circuit
protection products and that the forfeiture provisions of this Section, and
Sections 11.3 and 11.4 of the Plan, are reasonable as they relate to the
objectives of the Corporation in deciding to grant the Shares to you under this
Agreement. In the event that any court shall finally hold that any provision of
this Agreement constitutes an unreasonable or unenforceable restriction against
you, you agree that the provisions hereof shall not be rendered void but shall
apply to such extent as such court may judicially determine or indicate
constitutes a reasonable and enforceable restriction under the circumstances
involved. The Corporation and you each request that any such court which holds
that any of the provisions of this Agreement constitutes an unreasonable or
unenforceable restriction against you make a determination of what would
constitute a reasonable and enforceable restriction under the circumstances
involved and to reform this Agreement accordingly.
9. AMENDMENT, MODIFICATION OR TERMINATION. The number and kind of Shares subject
to this Award and the purchase price (if any) per Share are subject to
adjustment as provided in the Plan. In addition, the Plan contains certain
provisions giving the Board (and in some cases, the Committee) the power to
amend, modify, or terminate this Award or the Plan at any time. However, except
as specifically provided in the Plan, no such termination, amendment, or
modification of the Plan or this Award may in any material way adversely affect
your rights under this Agreement without your written consent.
4
10. GOVERNING LAW. To the extent not preempted by Federal law, this Agreement
shall be governed by, and construed in accordance with, the laws of the State of
Delaware.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the Date of Award.
LITTELFUSE, INC.
_______________________________ By: ______________________________
Participant Its ______________________________
5