EXHIBIT 99.1
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT is entered into as of
_____________, between ______________________ (the "Optionee") and LITTELFUSE,
INC., a Delaware corporation (the "Corporation"), with reference to the
following facts:
A. Pursuant to the 1993 Stock Plan for Employees and Directors of
Littelfuse, Inc. (the "Plan"), the Corporation is authorized to grant options
for shares of its Common Stock, $.01 par value (the "Common Stock"), to
officers, directors 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 tenth (10th) 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 percent (20%) of the Common Stock covered hereby during the
nine (9) year period commencing one (1) year following the date of
grant; with respect to an additional twenty percent (20%) of the Common
Stock covered hereby during the eight (8) year period commencing two
(2) years following the date of grant; with respect to an additional
twenty percent (20%) of the Common Stock covered hereby during the
seven (7) year period commencing three (3) years following the date of
grant; with respect to an additional twenty percent (20%) of the Common
Stock covered hereby during the six (6) 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 hereby during the five
(5) year period commencing five (5) 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. Termination of Employment. In the event that the Optionee
ceases to be an employee of the Corporation and its subsidiaries for
any reason other than as set forth in paragraph 12 of the Plan, this
option may, subject to the provisions of the Plan and Section 11 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
employment) 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
employment shall be cancelled and forfeited and the Optionee shall not
have any further rights whatsoever with respect thereto.
5. 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 9(c) of the Plan.
6. Plan and Committee. The construction of the terms of this
Agreement shall be controlled by the Plan, a copy of which is attached
hereto as Exhibit A and 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.
7. 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.
7.1. Certificate Legends. The certificates for shares
purchased pursuant to this option shall bear any legends
deemed necessary by the Committee.
7.2. 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.
7.3. 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.
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8. 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 to the Optionee at the most recent
address which the Optionee has provided in writing to the Corporation.
9. 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 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.
10. 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 the option granted hereunder. In each case of the exercise
of the 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.
11. Non-competition Forfeiture Provisions. The Optionee
acknowledges that a primary objective of the Corporation in deciding to
grant the option to the Optionee under this Agreement is to provide the
Optionee with an incentive to acquire shares of Common Stock and remain
an employee of the Corporation and that this objective will not have
been accomplished if the Optionee exercises the option, in whole or in
part, and shortly thereafter terminates his or her employment with the
Corporation and becomes an employee of a competitor of the Corporation
or its affiliates. Therefore, notwithstanding anything else to the
contrary contained in the Plan or this Agreement, in the event that the
Optionee 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, the Optionee
agrees that: (i) all unexercised options to acquire Common Stock then
held by the Optionee which have been granted by the Corporation to the
Optionee pursuant to this Agreement shall be deemed to be cancelled and
forfeited and the Optionee shall not have any further rights whatsoever
with respect thereto; and (ii) the Optionee shall immediately pay to
the Corporation an amount equal to the product of
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(x) the aggregate number of shares of Common Stock respecting which the
Optionee exercised options to acquire shares of Common Stock granted
pursuant to this Agreement at any time during the 180 days preceding
the earlier of the date the Optionee accepted or commenced employment
with a Competitor and (y) the aggregate differences between the
exercise prices of any such options and the respective fair market
values (as such term is defined in Section 5(a) of the Plan) of the
Common Stock on the respective dates of exercise of such options (the
"Forfeited Options 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 shall fail to immediately pay to the
Corporation the Forfeited Options 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 Forfeited Options
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 11 are reasonable as they relate
to the objectives of the Corporation in deciding to grant the option to
the Optionee 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 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.
12. No Right to Continued Employment. 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.
13. Governing Law. Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, U.S.A.,
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
Non-Qualified Stock Option Agreement effective as of the date first set forth
above.
LITTELFUSE, INC. OPTIONEE:
By
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Its
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