EXHIBIT 10.24
SPECIMEN
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 Section 4(e) of the 1993 Stock Plan for Employees and
Directors of Littelfuse, Inc. (the "Plan"), all persons who are "Eligible
Directors," as such term is defined under the Plan, 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, are entitled to an automatic
grant of an option to purchase certain shares of the common stock, $.01 par
value, of the Corporation (the "Common Stock").
B. The Optionee was an "Eligible Director," as such term is defined under
the Plan, as of _________________, the date of the first meeting of the Board of
Directors of the Corporation following the _______ annual meeting of the
stockholders of the Corporation, and, therefore, is entitled to said automatic
grant.
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 5,000 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, 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. Optionee hereby waives any longer
exercise period to which Optionee may be entitled pursuant to Section 4(e)
of the Plan. 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 Service as Director. In the event that the
Optionee ceases to serve as a director of the Corporation for any reason
other than as set forth in paragraph 12 of the Plan, this option may,
subject to the provisions of the Plan, be exercised (but only to the
extent that the Optionee was entitled to do so at the time of such
cessation of service as a director) at any time within three (3) months
after such cessation of service as a director, 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 cessation of service 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, by the laws of descent and distribution, and
by gift pursuant to the provisions of Section 9c of the Plan, and shall be
exercisable only by the Optionee during the Optionee's lifetime.
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
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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.
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
Subsidiary.
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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_________________________________ _______________________________
Its________________________________
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