EXHIBIT 10.1
STOCK PLAN FOR
NEW DIRECTORS OF LITTELFUSE, INC.
1. Purpose. Littelfuse, Inc. (the "Corporation") desires to attract and
retain directors of outstanding talent. The Stock Plan for New Directors of
Littelfuse, Inc. (the "Plan") affords eligible directors of the Corporation 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 as 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).
b. The maximum aggregate number of shares of common stock of the
Corporation (the "Common Stock") as to which awards of options may be made
from time to time under the Plan is the lesser of: (i) 1% of the number of
outstanding shares of Common Stock, (ii) the number of shares representing
1% of the voting power of the Common Stock outstanding; or (iii) 25,000
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 may be made to any one
individual during any calendar year shall be 25,000. If for any reason any
shares as to which an option has been granted cease to be subject to
purchase thereunder, or to the extent that any awards under the Plan
denominated in shares 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, 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 shall not be available for subsequent
award of additional stock options under the Plan.
c. No incentive stock option shall be granted hereunder after June 10,
2012.
3. Administration.
a. The Plan shall be administered by the Compensation 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;
(3) to interpret the Plan;
(4) to prescribe, amend and rescind rules and regulations
relating to the Plan;
(5) to determine the terms and provisions of the options (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) approve the election of the Participant to receive cash in
whole or in part in settlement of any award under the Plan.
As used in the Plan, the following terms shall have the following
meanings: the term "Participant" shall mean an 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.
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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 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.
a. Persons eligible to participate in this Plan shall include all
Eligible Directors.
b. The Committee, in its sole discretion, may grant to an Eligible
Director who has been granted an award under the Plan or any other 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.
5. Option Price.
a. The purchase price of the Common Stock covered by each option
awarded to an Eligible Director 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
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(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 11.
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.
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 9 and 10. The term of each non-qualified option granted
under the Plan to Eligible Directors shall be such period of time as the
Committee shall determine, subject to earlier termination as provided in
paragraphs 9 and 10.
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 10). For purposes of this Plan, the term "Eligible
Retirement" shall mean the date upon which an Eligible Director, having
attained the age of not less than sixty-two, terminates his or her service
as a director of the Corporation.
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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 9 and 10, in the case of
incentive stock options, no option may be exercised at any time unless the
holder thereof is then an Eligible Director.
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. Non-Transferability of Options; Holding Periods for Eligible Directors.
a. Options 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
(1) the designation of a beneficiary by a Participant shall not
constitute a transfer, and
(2) options 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 option awarded hereunder to an Eligible Director, or the
shares of Common Stock into which any such option is exercised, may
not be transferred or disposed of for at least six (6) months
following the date of acquisition by the Eligible Director of such
option, and
(2) the Committee shall take no action whose effect would cause
an Eligible Director to be in violation of clause (1) 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
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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
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.
9. Termination of Employment or Service. In the event that the service as a
director of an Eligible Director to whom an option has been granted under the
Plan shall be terminated for any reason other than as set forth in paragraph 10,
such option may, subject to the provisions of the Plan, be exercised (but only
to the extent that the Eligible Director was entitled to do so at the
termination of his or her service as a director) at any time within three (3)
months after such termination, but in no case later than the date on which the
option terminates.
Any option, 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 service as a director terminates and the effect of
leaves of 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 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
service at any time.
10. Eligible Retirement, Death, or Total Disability of Eligible Director,
Change in Control. If any Eligible Director to whom an option has been granted
under the Plan shall die or suffer a Total Disability while in the service of
the Corporation as a director, if any Eligible Director terminates his or her
service as a director pursuant to an Eligible Retirement, or if a Change in
Control should occur, such option may be exercised as set forth herein, whether
or not the Participant was otherwise entitled at such time to exercise such
option. Subject to the restrictions otherwise set forth in the Plan, such option
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 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 or her 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 10, "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 serving as a
director of the Corporation.
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.
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
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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.
11. 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 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 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 shall be eliminated.
12. Effective Date. The Plan as theretofore amended shall become effective
as of June 10, 2002. 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.
13. 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 Eligible Director to whom an award shall theretofore have been
granted, adversely affect the rights of such Eligible Director under such award.
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14. Written Agreements. Each award of options 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.
15. 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
Eligible Directors of the Corporation or any successors thereto.
16. Governing Law. The Plan and the rights and obligations of the
Corporation and the Participants hereunder, and any options 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 awarded or granted pursuant to the Plan to the statutory or
common law of another jurisdiction.
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