REVISED 4-26-02
EXHIBIT 10.1
1993 STOCK PLAN FOR EMPLOYEES AND DIRECTORS OF
LITTELFUSE, INC.
1. Purpose. Littelfuse, Inc. (the "Corporation") desires to attract and
retain Employees and directors of outstanding talent. The 1993 Stock Plan for
Employees and Directors of Littelfuse, Inc. (the "Plan") affords eligible
Employees and directors the opportunity to acquire proprietary interests in the
Corporation and thereby encourages their highest levels of performance and
interest.
2. Scope and Duration.
a. Awards under the Plan may be granted in the following forms:
(1) incentive stock options ("incentive stock options"), as
provided in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), and non-qualified stock options ("non-qualified
options"; the term "options" includes incentive stock options and
non-qualified options);
(2) shares of Common Stock of the Corporation (the "Common
Stock") which are restricted as provided in paragraph 10. ("restricted
shares"); or
(3) rights to acquire shares of Common Stock which are restricted
as provided in paragraph 10. ("units" or "restricted units").
Options may be accompanied by stock appreciation rights ("rights").
b. The maximum aggregate number of shares of Common Stock as to which
awards of options, restricted shares, units, or rights may be made from
time to time under the Plan is 3,400,000 shares. Shares issued pursuant to
this Plan may be in whole or in part, as the Board of Directors of the
Corporation (the "Board of Directors") shall from time to time determine,
authorized but unissued shares or issued shares reacquired by the
Corporation. The maximum aggregate number of shares of Common Stock as to
which awards of options, restricted shares, units, or rights may be made to
any one individual during any calendar year shall be 100,000. If for any
reason any shares as to which an option has been granted cease to be
subject to purchase thereunder or any restricted shares or restricted units
are forfeited to the Corporation, or to the extent that any awards under
the Plan denominated in shares or units are paid or settled in cash or are
surrendered upon the exercise of an option, then (unless the Plan shall
have been terminated) such shares or units, and any shares surrendered to
the Corporation upon such exercise, shall become available for subsequent
awards under the Plan; provided, however, that shares surrendered by the
Corporation upon the exercise of an incentive stock option and shares
subject to an incentive stock option surrendered upon the exercise
of a right shall not be available for subsequent award of additional stock
options under the Plan.
c. No incentive stock option shall be granted hereunder after February
11, 2003.
3. Administration.
a. The Plan shall be administered by the Stock Option Committee or any
successor thereto of the Board of Directors of the Corporation or by such
other committee (the "Committee") as shall be determined by the Board of
Directors. The Committee shall consist of not less than two members of the
Board of Directors, each of whom shall qualify as a "disinterested person"
to administer the Plan as contemplated by Rule 16b-3, as amended, or other
applicable rules under Section 16(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
b. The Committee shall have plenary authority in its sole discretion,
subject to and not inconsistent with the express provisions of this Plan:
(1) to grant options, to determine the purchase price of the
Common Stock covered by each option, the term of each option, the
persons to whom, and the time or times at which, options shall be
granted and the number of shares to be covered by each option;
(2) to designate options as incentive stock options or
non-qualified options and to determine which options shall be
accompanied by rights;
(3) to grant rights and to determine the purchase price of the
Common Stock covered by each right or related option, the term of each
right or related option, the Employees and Eligible Directors (as such
terms are defined below) to whom, and the time or times at which,
rights or related options shall be granted and the number of shares to
be covered by each right or related option;
(4) to grant restricted shares and restricted units and to
determine the term of the Restricted Period (as defined in paragraph
10.) and other conditions applicable to such shares or units, the
Employees to whom, and the time or times at which, restricted shares
or restricted units shall be granted and the number of shares or units
to be covered by each grant;
(5) to interpret the Plan;
(6) to prescribe, amend and rescind rules and regulations
relating to the Plan;
(7) to determine the terms and provisions of the option and
rights agreements (which need not be identical) and the restricted
share and restricted
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unit agreements (which need not be identical) entered into in
connection with awards under the Plan;
and to make all other determinations deemed necessary or advisable for the
administration of the Plan.
Without limiting the foregoing, the Committee shall have plenary
authority in its sole discretion, subject to, and not inconsistent with,
the express provisions of the Plan, to:
(1) select Participants (as defined below) for participation in
the Plan;
(2) determine the timing, price, and amount of any grant or award
under the Plan to any Participant; and
(3) either
(a) determine the form in which payment of any right granted
or awarded under the Plan will be made (i.e., cash, securities,
or any combination thereof), or
(b) approve the election of the Participant to receive cash
in whole or in part in settlement of any right granted or awarded
under the Plan.
As used in the Plan, the following terms shall have the following
meanings: the term "Littelfuse Officer" shall mean an officer (other than
an assistant officer) of the Corporation or any of its Subsidiaries and any
other person who may be designated as any executive officer by the Board of
Directors of the Corporation; the term "Participant" shall mean an Employee
or Eligible Director; the term "Employee" shall mean a full-time,
non-union, salaried employee of the Corporation or any of its Subsidiaries;
the term "Eligible Director" shall mean any individual who is a member of
the Board of Directors of the Corporation who is not then an Employee or a
beneficial owner, either directly or indirectly, of more than ten percent
(10%) of the Common Stock of the Corporation; and the term "Subsidiaries"
shall mean all corporations in which the Corporation owns, directly or
indirectly, more than fifty percent (50%) of the total voting power of all
classes of stock.
c. The Committee may delegate to one or more of its members or to one
or more agents such administrative duties as it may deem advisable, and the
Committee or any person to whom it has delegated duties as aforesaid may
employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the Plan;
provided, that the Committee may not delegate any duties to a member of the
Board of Directors who, if elected to serve on the Committee, would not
qualify as a "disinterested person" to administer the Plan as contemplated
by Rule 16b-3, as amended, or other applicable rules under the Exchange
Act. The Committee may
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employ attorneys, consultants, accountants, or other persons, and the
Committee, the Corporation, its Subsidiaries, and their respective officers
and directors shall be entitled to rely upon the advice, opinions or
valuations of any such persons. All actions taken and all interpretations
and determinations made by the Committee in good faith shall be final and
binding upon all Participants, the Corporation, its Subsidiaries, and all
other interested persons. No member or agent of the Committee shall be
personally liable for any action, determination, or interpretation made in
good faith with respect to the Plan or awards made hereunder, and all
members and agents of the Committee shall be fully protected by the
Corporation in respect of any such action, determination, or
interpretation.
4. Eligibility; Factors to Be Considered in Making Awards.
a. Persons eligible to participate in this Plan shall include all
Employees of the Corporation and all Eligible Directors; provided, however,
that Eligible Directors shall only be eligible to receive grants of options
pursuant to subparagraph 4.e.
b. In determining the Employees to whom awards shall be granted and
the number of shares or units to be covered by each award, the Committee
shall take into account the nature of the Employee's duties, his or her
present and potential contributions to the success of the Corporation or
any of its Subsidiaries and such other factors as it shall deem relevant in
connection with accomplishing the purposes of the Plan.
c. Awards may be granted singly, in combination, or in tandem and may
be made in combination or in tandem with or in replacement of, or as
alternatives to, awards or grants under any other employee plan maintained
by the Corporation or any of its Subsidiaries. An award made in the form of
a unit or a right may provide, in the discretion of the Committee, for
(1) the crediting to the account of, or the current payment to,
each Employee who has such an award of an amount equal to the cash
dividends and stock dividends paid by the Corporation upon one share
of Common Stock for each restricted unit or share of Common Stock
subject to a right included in such award ("Dividend Equivalents"), or
(2) the deemed reinvestment of such Dividend Equivalents and
stock dividends in shares of Common Stock, which deemed reinvestment
shall be deemed to be made in accordance with the provisions of
paragraph 10., and credited to the Employee's account ("Additional
Deemed Shares").
Such Additional Deemed Shares shall be subject to the same restrictions
(including but not limited to provisions regarding forfeitures) applicable
with respect to the unit or right with respect to which such credit is
made. Dividend Equivalents not deemed reinvested as stock dividends shall
not be subject to forfeiture, and may bear amounts equivalent to interest
or cash dividends as the Committee may determine.
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d. The Committee, in its sole discretion, may grant to an Employee who
has been granted an award under the Plan or any other employee plan
maintained by the Corporation or any of its Subsidiaries, or any successor
thereto, in exchange for the surrender and cancellation of such award, a
new award in the same or a different form and containing such terms,
including, without limitation, a price which is different (either higher or
lower) than any price provided in the award so surrendered and cancelled,
as the Committee may deem appropriate.
e. Each Eligible Director shall be automatically granted a
non-qualified option to purchase 2,000 shares of Common Stock, which option
shall be granted on the effective date of the Plan (hereinafter referred to
as the "Initial Eligible Director Stock Options"). "Commencing in 1995,
each Eligible Director shall be automatically granted a non-qualified
option to purchase 2,200 shares of Common Stock, commencing in 1997, each
Eligible Director shall be automatically granted a non-qualified option to
purchase 2,500 shares of Common Stock, and commencing in 1998, each
Eligible Director shall be automatically granted a non-qualified option to
purchase 5,000 shares of Common Stock, which option shall be granted on the
date of the first meeting of the Board of Directors of the Corporation
following each annual meeting of the stockholders of the Corporation
(hereinafter sometimes referred to as the "Annual Eligible Director Stock
Options" and sometimes, together with the Initial Eligible Director Stock
Options, as the "Eligible Director Stock Options")." The number of Annual
Eligible Director Stock Options to be granted as of the date of any such
meeting of the Board of Directors shall be proportionately adjusted to
reflect any stock splits, stock dividends, recapitalizations or similar
transactions causing an increase or decrease in the number of issued and
outstanding shares of Common Stock which have occurred since the date of
the most recent grant of Annual Eligible Director Stock Options. Any
Eligible Director may waive his or her right to be granted Eligible
Director Stock Options. In the event that the granting of any Annual
Eligible Director Stock Options would cause the 3,400,000 share limitation
contained in Section 2.b. hereof to be exceeded (after taking into account
any waivers by Eligible Directors to accept some or all of the Annual
Eligible Director Stock Options to which he or she would otherwise be
entitled), the total number of Annual Eligible Director Stock Options then
to be granted shall be reduced to a number which would cause said 3,400,000
share limitation not to be exceeded and the amount of non-qualified options
to be granted to each Eligible Director who has not waived his or her right
to receive Annual Eligible Director Stock Options shall be proportionately
reduced. The purchase price for the Common Stock covered by each Eligible
Director Stock Option shall be the fair market value (as defined below) of
the Common Stock on the date the Eligible Director Stock Option is granted,
payable at the time and in the manner provided in Section 5.b. below. Each
Eligible Director Stock Option granted to an Eligible Director shall be
exercisable as follows: with respect to twenty-percent (20%) of the Common
Stock covered thereby during the ten (10) year period commencing one (1)
year following the date of grant; with respect to an additional twenty
percent (20%) of the Common Stock covered thereby during the ten (10) year
period commencing two (2) years following the date of grant; with respect
to an additional twenty percent (20%) of the Common Stock covered thereby
during the ten (10) year period commencing three (3) years following the
date of grant; with respect to an additional twenty percent (20%) of
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the Common Stock covered thereby during the ten (10) year period commencing
four (4) years following the date of grant; and with respect to the
remaining twenty percent (20%) of the Common Stock covered thereby during
the ten (10) year period commencing five (5) years following the date of
grant. The foregoing formula can only be amended to the extent permitted by
Rule 16b-3, as amended, under the Exchange Act.
5. Option Price.
a. The purchase price of the Common Stock covered by each option
awarded to an Employee shall be determined by the Committee; provided,
however, that in the case of incentive stock options, the purchase price
shall not be less than 100% of the fair market value of the Common Stock on
the date the option is granted. Fair market value shall mean,
(1) if the Common Stock is duly listed on a national securities
exchange or on The Nasdaq Stock Market("Nasdaq") ("Duly Listed"), the
closing price of the Common Stock for the date on which the option is
granted, or, if there are no sales on such date, on the next preceding
day on which there were sales, or
(2) if the Common Stock is not Duly Listed, the fair market value
of the Common Stock for the date on which the option is granted, as
determined by the Committee in good faith. Such price shall be subject
to adjustment as provided in paragraph 13.
The price so determined shall also be applicable in connection with the
exercise of any related right.
b. The purchase price of the shares as to which an option is exercised
shall be paid in full at the time of exercise; payment may be made in cash,
which may be paid by check or other instrument acceptable to the
Corporation, or, if permitted by the Committee, in shares of the Common
Stock, valued at the closing price of the Common Stock as reported on
either a national securities exchange or NASDAQ for the date of exercise,
or if there were no sales on such date, on the next preceding day on which
there were sales (or, if the Common Stock is not Duly Listed, the fair
market value of the Common Stock on the date of exercise, as determined by
the Committee in good faith), or, if permitted by the Committee and subject
to such terms and conditions as it may determine, by surrender of
outstanding awards under the Plan. In addition, the Participant shall pay
any amount necessary to satisfy applicable federal, state, or local tax
requirements promptly upon notification of the amount due. The Committee
may permit such amount to be paid in shares of Common Stock previously
owned by the Participant, or a portion of the shares of Common Stock that
otherwise would be distributed to such Participant upon exercise of the
option, or a combination of cash and shares of such Common Stock.
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6. Term of Options. The term of each incentive stock option granted under
the Plan shall be such period of time as the Committee shall determine, but not
more than ten years from the date of grant, subject to earlier termination as
provided in paragraphs 11. and 12. The term of each non-qualified option granted
under the Plan to Employees shall be such period of time as the Committee shall
determine, subject to earlier termination as provided in paragraphs 11. and 12.
7. Exercise of Options.
a. Each option shall become exercisable, in whole or in part, as the
Committee shall determine; provided, however, that the Committee may also,
in its discretion, accelerate the exercisability of any option in whole or
in part at any time.
b. Subject to the provisions of the Plan and unless otherwise provided
in the option agreement, an option granted under the Plan shall become
exercisable in full at the earliest of the Participant's death, Eligible
Retirement (as defined below), Total Disability, or a Change in Control (as
defined in paragraph 12). For purposes of this Plan, the term "Eligible
Retirement" shall mean (1) the date upon which an Employee, having attained
an age of not less than sixty-two, terminates his employment with the
Corporation and its Subsidiaries, provided that such Employee has been
employed by the Corporation or any of its Subsidiaries or any corporation
of which the Corporation or any of its Subsidiaries is the successor for a
period of not less than five (5) years prior to such termination, or (2)
the date upon which an Eligible Director, having attained the age of not
less than sixty-two, terminates his service as a director of the
Corporation.
c. An option may be exercised, at any time or from time to time
(subject, in the case of an incentive stock option, to such restrictions as
may be imposed by the Code), as to any or all full shares as to which the
option has become exercisable; provided, however, that an option may not be
exercised at any one time as to less than 100 shares or less than the
number of shares as to which the option is then exercisable, if that number
is less than 100 shares.
d. Subject to the provisions of paragraphs 11. and 12., in the case of
incentive stock options, no option may be exercised at any time unless the
holder thereof is then an Employee.
e. Upon the exercise of an option or portion thereof in accordance
with the Plan, the option agreement and such rules and regulations as may
be established by the Committee, the holder thereof shall have the rights
of a shareholder with respect to the shares issued as a result of such
exercise.
8. Award and Exercise of Rights.
a. A right may be awarded by the Committee in connection with any
option granted under the Plan, either at the time the option is granted or
thereafter at any time prior to the exercise, termination or expiration of
the option ("tandem right"), or
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separately ("freestanding right"). Each tandem right shall be subject to
the same terms and conditions as the related option and shall be
exercisable only to the extent the option is exercisable. No right shall be
exercisable for cash by a Littelfuse Officer within six (6) months from the
date the right is awarded (and then, as to a tandem right, only to the
extent the related option is exercisable) or, if the exercise price of the
right is not fixed on the date of the award, within six (6) months from the
date when the exercise price is so fixed, and in any case only when the
Littelfuse Officer's election to receive cash in full or partial
satisfaction of the right, as well as the Littelfuse Officer's exercise of
the right for cash, is made during a Quarterly Window Period (as defined
below); provided, that a right may be exercised by a Littelfuse Officer for
cash outside a Quarterly Window Period if the date of exercise is automatic
or has been fixed in advance under the Plan and is outside the Littelfuse
Officer's control. The term "Quarterly Window Period" shall mean the period
beginning on the third business day following the date of release of each
of the Corporation's quarterly and annual summary statements of sales and
earnings and ending on the twelfth business day following such release; and
the date of any such release shall be deemed to be the date it either:
(1) appears on a wire service,
(2) appears on a financial news service,
(3) appears in a newspaper of general circulation, or
(4) is otherwise made publicly available, for example, by press
releases to a wire service, financial news service, or newspapers or
general circulation.
b. A right shall entitle the Employee upon exercise in accordance with
its terms (subject, in the case of a tandem right, to the surrender
unexercised of the related option or any portion or portions thereof which
the Employee from time to time determines to surrender for this purpose) to
receive, subject to the provisions of the Plan and such rules and
regulations as from time to time may be established by the Committee, a
payment having an aggregate value equal to the product of
(1) the excess of
(a) the fair market value on the exercise date of one share
of Common Stock over
(b) the exercise price per share, in the case of a tandem
right, or the price per share specified in the terms of the
right, in the case of a freestanding right, multiplied by
(2) the number of shares with respect to which the right shall
have been exercised.
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The payment may be made only in cash, subject to subparagraph 8.a. hereof.
c. The exercise price per share specified in a right shall be as
determined by the Committee, provided that, in the case of a tandem right
accompanying an incentive stock option, the exercise price shall be not
less than fair market value of the Common Stock subject to such option on
the date of grant.
d. If upon the exercise of a right the Employee is to receive a
portion of the payment in shares of Common Stock, the number of shares
shall be determined by dividing such portion by the fair market value of a
share on the exercise date. The number of shares received may not exceed
the number of shares covered by any option or portion thereof surrendered.
Cash will be paid in lieu of any fractional share.
e. No payment will be required from an Employee upon exercise of a
right, except that any amount necessary to satisfy applicable federal,
state, or local tax requirements shall be withheld or paid promptly by the
Employee upon notification of the amount due and prior to or concurrently
with delivery of cash or a certificate representing shares. The Committee
may permit such amount to be paid in shares of Common Stock previously
owned by the Employee, or a portion of the shares of Common Stock that
otherwise would be distributed to such Employee upon exercise of the right,
or a combination of cash and shares of such Common Stock.
f. The fair market value of a share shall mean the closing price of
the Common Stock as reported on either a national securities exchange or
NASDAQ for the date of exercise, or if there are no sales on such date, on
the next preceding day on which there were sales; provided, however, that
in the case of rights that relate to an incentive stock option, the
Committee may prescribe, by rules of general application, such other
measure of fair market value as the Committee may in its discretion
determine but not in excess of the maximum amount that would be permissible
under Section 422 of the Code without disqualifying such option under
Section 422.
g. Upon exercise of a tandem right, the number of shares subject to
exercise under the related option shall automatically be reduced by the
number of shares represented by the option or portion thereof surrendered.
h. A right related to an incentive stock option may only be exercised
if the fair market value of a share of Common Stock on the exercise date
exceeds the option price.
9. Non-Transferability of Options, Rights, and Units; Holding Periods for
Littelfuse Officers and Eligible Directors.
a. Options, rights, and units granted under the Plan shall not be
transferable by the grantee thereof otherwise than by will or the laws of
descent and distribution; provided, however, that
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(1) the designation of a beneficiary by a Participant shall not
constitute a transfer, and
(2) options and rights may be exercised during the lifetime of
the Participant only by the Participant or, unless such exercise would
disqualify an option as an incentive stock option, by the
Participant's guardian or legal representative.
b. Notwithstanding anything contained in the Plan to the contrary,
(1) any shares of Common Stock awarded hereunder to a Littelfuse
Officer may not be transferred or disposed of for at least six (6)
months from the date of award thereof,
(2) any option, right, or unit awarded hereunder to a Littelfuse
Officer or Eligible Director, or the shares of Common Stock into which
any such option, right or unit is exercised or converted, may not be
transferred or disposed of for at least six (6) months following the
date of acquisition by the Littelfuse Officer or Eligible Director of
such option, right, or unit, and
(3) the Committee shall take no action whose effect would cause a
Littelfuse Officer or Eligible Director to be in violation of clause
(1) or (2) above.
c. Notwithstanding the foregoing and anything else contained in the
Plan to the contrary, up to 25% of the number of non-qualified options
(said percentage to be calculated using as the nominator the sum of the
amount of outstanding and unexercised non-qualified options proposed to be
transferred plus the number of non-qualified options previously transferred
by said Participant within the previous four years and using as the
denominator the aggregate number of non-qualified options granted to said
Participant within the previous four years) may be transferred (but only on
a gift basis) by a Participant to an immediate family member of the
Participant or a trust which has as beneficiaries at the time of transfer
only the Participant and/or immediate family members of the Participant. As
used herein, the term "immediate family members" shall mean the spouse of
the Participant, children of the Participant and their spouses,
grandchildren of the Participant and their spouses and great-grandchildren
of the Participant and their spouses (hereinafter referred to as a
"Permitted Transferee"). All transferred non-qualified options shall remain
subject to all of the provisions of the Plan and any agreement between the
Participant and the Corporation pertaining thereto, including, without
limitation, all vesting, termination and forfeiture provisions, and the
rights and obligations of a transferee with respect to a non-qualified
option transferred thereto shall be determined pursuant to the provisions
of the Plan and any such agreement as if the Participant remained the
holder thereof. In no event shall any transferee of a transferred
non-qualified option be entitled to transfer such non-qualified option
except pursuant to the laws of descent and distribution. Any transfer of
non-qualified options made pursuant to this subsection (c) must be made
pursuant to legal documentation provided by the Corporation, which legal
documentation may contain such terms and
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conditions as the Corporation, in its discretion, deems appropriate, and
shall be subject to verification by the Corporation or its legal counsel
that the proposed transferee is a Permitted Transferee. Notwithstanding the
foregoing, the Committee, in its absolute discretion, may restrict or deny
the transfer of non-qualified options with respect to one or more
Participants. The provisions of this subsection (c) shall be deemed to
override and control over any provisions in any Non-Qualified Stock Option
Agreement between the Corporation and a Participant which is dated before
January 1, 1998, to the extent such provisions would not allow a transfer
of non-qualified options pursuant to the provisions of this subsection (c).
10. Award and Delivery of Restricted Shares or Restricted Units.
a. At the time an award of restricted shares or restricted units is
made, the Committee shall establish a period of time (the "Restricted
Period") applicable to such award. Each award of restricted shares or
restricted units may have a different Restricted Period. The Committee may,
in its sole discretion, at the time an award is made, prescribe conditions
for the incremental lapse of restrictions during the Restricted Period and
for the lapse or termination of restrictions upon the satisfaction of other
conditions in addition to or other than the expiration of the Restricted
Period with respect to all or any portion of the restricted shares or
restricted units. Subject to paragraph 9., the Committee may also, in its
sole discretion shorten, or terminate the Restricted Period, or waive any
conditions for the lapse or termination of restrictions with respect to all
or any portion of the restricted shares or restricted units.
Notwithstanding the foregoing but subject to paragraph 9., all restrictions
shall lapse or terminate with respect to all restricted shares or
restricted units upon the earliest to occur of an Employee's Eligible
Retirement, a Change in Control, death, or Total Disability.
b. (1) Unless such shares are issued as uncertificated shares pursuant
to subparagraph 10.b.(2)(a) below, a stock certificate representing the
number of restricted shares granted to an Employee shall be registered in
the Employee's name but shall be held in custody by the Corporation or an
agent therefor for the Employee's account. The Employee shall generally
have the rights and privileges of a shareholder as to such restricted
shares, including the right to vote such restricted shares, except that,
subject to the provisions of paragraphs 11. and 12., the following
restrictions shall apply:
(a) the Employee shall not be entitled to delivery of the
certificate until the expiration or termination of the Restricted
Period and the satisfaction of any other conditions prescribed by the
Committee;
(b) none of the restricted shares may be sold, transferred,
assigned, pledged, or otherwise encumbered or disposed of during the
Restricted Period and until the satisfaction of any other conditions
prescribed by the Committee; and
(c) all of the restricted shares shall be forfeited and all
rights of the Employee to such restricted shares shall terminate
without further obligation on the part of the Corporation unless the
Employee has remained an Employee until
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the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Committee
applicable to such restricted shares. At the discretion of the
Committee,
(i) cash and stock dividends with respect to the restricted
shares may be either currently paid or withheld by the
Corporation for the Employee's account, and interest may be paid
on the amount of cash dividends withheld at a rate and subject to
such terms as determined by the Committee, or
(ii) the Committee may require that all cash dividends be
applied to the purchase of additional shares of Common Stock, and
such purchased shares, together with any stock dividends related
to such restricted shares (such purchased shares and stock
dividends are hereafter referred to as "Additional Restricted
Shares") shall be treated as Additional Shares, subject to
forfeiture on the same terms and conditions as the original grant
of the restricted shares to the Employee.
(2) The purchase of any such Additional Restricted Shares shall be
made either
(a) through a dividend reinvestment plan that may be established
by the Corporation which satisfies the requirements of Rule 16b-2
under the Exchange Act, in which event the price of such shares so
purchased through the reinvestment of dividends shall be as determined
in accordance with the provisions of that plan and no stock
certificate representing such Additional Restricted Shares shall be in
the Employee's name, or
(b) in accordance with such alternative procedure as is
determined by the Committee in which event the price of such purchased
shares shall be
(i) if the Common Stock is Duly Listed, the closing
price of the Common Stock as reported on either a national
securities exchange or NASDAQ for the date on which such
purchase is made, or if there were no sales on such date,
the next preceding day on which there were sales, or
(ii) if the Common Stock is not Duly Listed, the fair
market value of the Common Stock for the date on which such
purchase is made, as determined by the Committee in good
faith. In the event that the Committee shall not require
reinvestment, cash, or stock dividends so withheld by the
Committee shall not be subject to forfeiture. Upon the
forfeiture of any restricted shares (including any
Additional Restricted Shares), such forfeited shares shall
be transferred to the Corporation without further action by
the Employee. The Employee shall have the same rights and
privileges, and be subject to the same restrictions, with
respect to any shares received pursuant to paragraph 13.
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c. Upon the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Committee or at such
earlier time as provided for in paragraphs 11. and 12., the restrictions
applicable to the restricted shares (including Additional Restricted
Shares) shall lapse and a stock certificate for the number of restricted
shares (including any Additional Restricted Shares) with respect to which
the restrictions have lapsed shall be delivered, free of all such
restrictions, except any that may be imposed by law, to the Employee or the
Employee's beneficiary or estate, as the case may be. The Corporation shall
not be required to deliver any fractional share of Common Stock but will
pay, in lieu thereof, the fair market value (determined as of the date the
restrictions lapse) of such fractional share to the Employee or the
Employee's beneficiary or estate, as the case may be. No payment will be
required from the Employee upon the issuance or delivery of any restricted
shares, except that any amount necessary to satisfy applicable federal,
state, or local tax requirements shall be withheld or paid promptly upon
notification of the amount due and prior to or concurrently with the
issuance or delivery of a certificate representing such shares. The
Committee may permit such amount to be paid in shares of Common Stock
previously owned by the Employee, or a portion of the shares of Common
Stock that otherwise would be distributed to such Employee upon the lapse
of the restrictions applicable to the restricted shares, or a combination
of cash and shares of such Common Stock.
d. In the case of an award of restricted units, no shares of Common
Stock shall be issued at the time the award is made, and the Corporation
shall not be required to set aside a fund for the payment of any such
award.
e. (1) Upon the expiration or termination of the Restricted Period and
the satisfaction of any other conditions prescribed by the Committee or at
such earlier time as provided in paragraphs 11. and 12., the Corporation
shall deliver to the Employee or the Employee's beneficiary or estate, as
the case may be, one share of Common Stock for each restricted unit with
respect to which the restrictions have lapsed ("vested unit").
(2) In addition, if the Committee has not required the deemed
reinvestment of such Dividend Equivalents pursuant to paragraph 4., at such
time the Corporation shall deliver to the Employee cash equal to any
Dividend Equivalents or stock dividends credited with respect to each such
vested unit and, to the extent determined by the Committee, the interest
thereupon. However, if the Committee has required such deemed reinvestment
in connection with such restricted unit, in addition to the stock
represented by such vested unit, the Corporation shall deliver the number
of Additional Deemed Shares credited to the Employee with respect to such
vested unit.
(3) Notwithstanding the foregoing, the Committee may, in its sole
discretion, elect to pay cash or part cash and part Common Stock in lieu of
delivering only Common Stock for the vested units and related Additional
Deemed Shares. If a cash payment is made in lieu of delivering Common
Stock, the amount of such cash payment shall be equal to
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(a) if the Common Stock is Duly Listed, the closing price of the
Common Stock as reported on either a national securities exchange or
NASDAQ for the date on which the Restricted Period lapsed with respect
to such vested unit and related Additional Deemed Shares (the "Lapse
Date") or, if there are no sales on such date, on the next preceding
day on which there were sales, or
(b) if the Common Stock is not Duly Listed, the fair market value
of the Common Stock for the Lapse Date, as determined by the Committee
in good faith.
f. No payment will be required from the Employee upon the award of any
restricted units, the crediting or payment of any Dividend Equivalents or
Additional Deemed Shares, or the delivery of Common Stock or the payment of
cash in respect of vested units, except that any amount necessary to
satisfy applicable federal, state, or local tax requirements shall be
withheld or paid promptly upon notification of the amount due. The
Committee may permit such amount to be paid in shares of Common Stock
previously owned by the Employee, or a portion of the shares of Common
Stock that otherwise would be distributed to such Employee in respect of
vested units and Additional Deemed Shares, or a combination of cash and
shares of such Common Stock.
g. In addition, the Committee shall have the right, in its absolute
discretion, upon the vesting of any restricted shares (including Additional
Restricted Shares) and restricted units (including Additional Deemed
Shares) to award cash compensation to the Employee for the purpose of
aiding the Employee in the payment of any and all federal, state, and local
income taxes payable as a result of such vesting, if the performance of the
Corporation during the Restricted Period meets such criteria as then or
theretofore determined by the Committee.
11. Termination of Employment or Service. In the event that the employment
of an Employee or the service as a director of an Eligible Director to whom an
option or right has been granted under the Plan shall be terminated for any
reason other than as set forth in paragraph 12., such option or right may,
subject to the provisions of the Plan, be exercised (but only to the extent that
the Employee or an Eligible Director was entitled to do so at the termination of
his employment or service as a director, as the case may be) at any time within
three (3) months after such termination, but in no case later than the date on
which the option or right terminates.
Unless otherwise determined by the Committee, if an Employee to whom
restricted shares or restricted units have been granted ceases to be an
Employee, for any reason other than as set forth in paragraph 12., prior to the
end of the Restricted Period and the satisfaction of any other conditions
prescribed by the Committee, the Employee shall immediately forfeit all
restricted shares and restricted units, including all Additional Restricted
Shares or Additional Deemed Shares related thereto.
Any option, right, restricted share or restricted unit agreement, or any
rules and regulations relating to the Plan, may contain such provisions as the
Committee shall approve with reference to the determination of the date
employment terminates and the effect of leaves of
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absence. Any such rules and regulations with reference to any option agreement
shall be consistent with the provisions of the Code and any applicable rules and
regulations thereunder. Nothing in the Plan or in any award granted pursuant to
the Plan shall confer upon any Participant 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.
11A. Non-competition Forfeiture Provisions. Notwithstanding anything else
to the contrary contained in the Plan, in the event that an Employee shall
accept employment with, or become employed by, a Competitor (as such term is
hereinafter defined) as an officer, employee, consultant, agent, representative
or otherwise: (i) all unexercised Section 11A Options (as such term is
hereinafter defined) then held by such Employee shall be deemed to be cancelled
and forfeited and such Employee shall not have any further rights whatsoever
with respect thereto; and (ii) the Employee shall immediately pay to the
Corporation an amount equal to the product of (x) the aggregate number of shares
of Common Stock respecting which such Employee exercised Section 11A Options at
any time during the 180 days preceding the earlier of the date such Employee
accepted or commenced employment with a Competitor and (y) the aggregate
differences between the exercise prices of any such Section 11A Options and the
respective fair market values (as such term is defined in Section 5(a) hereof)
of the Common Stock on the respective dates of exercise of such Section 11A
Options (the "Forfeited Options Gain"). As used herein, the term "Section 11A
Options" shall mean options which are granted or awarded hereunder on or after
April 28, 2000. 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. The Corporation may require an Employee, as a condition to his or
her exercise of a Section 11A Option, to acknowledge in writing at the time of
any such exercise that he or she has not accepted employment with, or is not
employed by, a Competitor. In the event that an Employee shall fail to
immediately pay to the Corporation the Forfeited Options Gain, the Employee
shall be liable to the Corporation for all costs, expenses and attorneys' fees
incurred by the Corporation in connection with collecting the Forfeited Options
Gain from the Employee, plus interest at a per annum rate equal to the lower of
12% or the highest rate permitted by applicable law.
12. Eligible Retirement, Death, or Total Disability of Employee or Eligible
Director, Change in Control. If any Employee or Eligible Director to whom an
option, right, restricted share, or restricted unit has been granted under the
Plan shall die or suffer a Total Disability while employed by the Corporation or
in the service of the Corporation as a director, if any Employee terminates his
employment or any Eligible Director terminates his service as a director
pursuant to an Eligible Retirement, or if a Change in Control should occur, such
option or right may be exercised as set forth herein, or such restricted shares
or restricted unit shall be deemed to be vested, whether or not the Participant
was otherwise entitled at such time to exercise such option or right, or be
treated as vested in such share or unit. Subject to the restrictions otherwise
set forth in the Plan, such option or right shall be exercisable by the
Participant, a legatee or legatees of the Participant under the Participant's
last will, or by the Participant's personal representatives or distributees,
whichever is applicable, at the earlier of
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a. the date on which the option or right terminates in accordance with
the term of grant, or
b. any time prior to the expiration of three (3) months after the date
of such Participant's Eligible Retirement, his termination due to total
disability, or the occurrence of a Change in Control, or, if applicable,
within one year of such Participant's death.
For purposes of this paragraph 12., "Total Disability" is defined as the
permanent inability of a Participant, as a result of accident or sickness, to
perform any and every duty pertaining to such Participant's occupation or
employment for which the Participant is suited by reason of the Participant's
previous training, education, and experience.
A "Change in Control" shall be deemed to have occurred upon
a. a business combination, including a merger or consolidation, of the
Corporation and the shareholders of the Corporation prior to the
combination do not continue to own, directly or indirectly, more than
fifty-one percent (51%) of the equity of the combined entity;
b. a sale, transfer, or other disposition in one or more transactions
(other than in transactions in the ordinary course of business or in the
nature of a financing) of the assets or earning power aggregating more than
forty-five percent (45%) of the assets or operating revenues of the
Corporation to any person or affiliated or associated group of persons (as
defined by Rule 12b-2 of the Exchange Act in effect as of the date hereof);
c. the liquidation of the Corporation;
d. one or more transactions which result in the acquisition by any
person or associated group of persons (other than the Corporation, any
employee benefit plan whose beneficiaries are Employees of the Corporation
or any of its Subsidiaries, or TCW Special Credits or any of its
affiliates) of the beneficial ownership (as defined in Rule 13d-3 of the
Exchange Act, in effect as of the date hereof) of forty percent (40%) or
more of the Common Stock of the Corporation, securities representing forty
percent (40%) or more of the combined voting power of the voting securities
of the Corporation which affiliated persons owned less than forty percent
(40%) prior to such transaction or transactions; or
e. the election or appointment, within a twelve (12) month period, of
any person or affiliated or associated group, or its or their nominees, to
the Board of Directors of the Corporation, such that such persons or
nominees, when elected or appointed, constitute a majority of the Board of
Directors of the Corporation and whose appointment or election was not
approved by a majority of those persons who were directors at the beginning
of such period or whose election or appointment was made at the request of
an Acquiring Person.
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An "Acquiring Person" is any person who, or which, together with all
affiliates or associates of such person, is the beneficial owner of twenty
percent (20%) or more of the Common Stock of the Corporation then outstanding,
except that an Acquiring Person does not include the Corporation or any employee
benefit plan of the Corporation or any of its Subsidiaries or any person holding
Common Stock of the Corporation for or pursuant to such plan. For the purpose of
determining who is an Acquiring Person, the percentage of the outstanding shares
of the Common Stock of which a person is a beneficial owner shall be calculated
in accordance with Rule 13d-e of the Exchange Act.
13. Adjustments Upon Changes in Capitalization, etc. Notwithstanding any
other provision of the Plan, the Committee may at any time make or provide for
such adjustments to the Plan, to the number and class of shares available
thereunder or to any outstanding options, restricted shares, or restricted units
as it shall deem appropriate to prevent dilution or enlargement of rights,
including adjustments in the event of distributions to holders of Common Stock
other than a normal cash dividend, changes in the outstanding Common Stock by
reason of stock dividends, split-ups, recapitalizations, mergers,
consolidations, combinations, or exchanges of shares, separations,
reorganizations, liquidations, and the like. In the event of any offer to
holders of Common Stock generally relating to the acquisition of their shares,
the Committee may make such adjustment as it deems equitable in respect of
outstanding options, rights, and restricted units including in the Committee's
discretion revision of outstanding options, rights, and restricted units so that
they may be exercisable for or payable in the consideration payable in the
acquisition transaction. Any such determination by the Committee shall be
conclusive. No adjustment shall be made in the minimum number of shares with
respect to which an option may be exercised at any time. Any fractional shares
resulting from such adjustments to options, rights, limited rights, or
restricted units shall be eliminated.
14. Effective Date. The Plan as theretofore amended shall become effective
as of February 12, 1993, provided that the Plan shall be approved by the
Corporation's stockholders on or before February 11, 1994. The Committee may, in
its discretion, grant awards under the Plan, the grant, exercise, or payment of
which shall be expressly subject to the conditions that, to the extent required
at the time of grant, exercise, or payment,
a. the shares of Common Stock covered by such awards shall be Duly
Listed, upon official notice of issuance, and
b. if the Corporation deems it necessary or desirable, a Registration
Statement under the Securities Act of 1933 with respect to such shares
shall be effective.
15. Termination and Amendment. The Board of Directors of the Corporation
may suspend, terminate, modify, or amend the Plan, provided that if any such
amendment requires shareholder approval to meet the requirement of the then
applicable rules under Section 16(b) of the Exchange Act, such amendment shall
be subject to the approval of the Corporation's stockholders. If the Plan is
terminated, the terms of the Plan shall, notwithstanding such termination,
continue to apply to awards granted prior to such termination. In addition, no
suspension, termination, modification, or amendment of the Plan may, without the
consent of the
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Employee or Eligible Director to whom an award shall theretofore have been
granted, adversely affect the rights of such Employee or Eligible Director under
such award.
16. Written Agreements. Each award of options, rights, restricted shares,
or restricted units shall be evidenced by a written agreement, executed by the
Participant and the Corporation, which shall contain such restrictions, terms
and conditions as the Committee may require.
17. Effect on Other Stock Plans. The adoption of the Plan shall have no
effect on awards made, or to be made, pursuant to other stock plans covering
Employees or Eligible Directors of the Corporation or any successors thereto.
18. Governing Law. The Plan and the rights and obligations of the
Corporation and the Employees hereunder, and any options, rights, restricted
shares or restricted units awarded or granted pursuant to the Plan, shall be
governed by and construed in accordance with the laws of the State of Delaware,
excluding any conflicts or choice of law rule or principle that might otherwise
refer construction or interpretation of the Plan or any options, rights,
restricted shares or restricted units awarded or granted pursuant to the Plan to
the statutory or common law of another jurisdiction.
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