EXHIBIT 99.2
LITTELFUSE, INC.
SUMMARY OF EXECUTIVE OFFICER COMPENSATION
The compensation of executive officers of Littelfuse, Inc. (the
"Company") primarily consists of three variable components: base salary, a
potential cash bonus under the Company's annual incentive compensation program,
and stock options or other awards under the 1993 Stock Plan for Employees and
Directors of Littelfuse, Inc. (the "Stock Plan").
SALARIES
The base salaries for Mr. Gordon Hunter, the Chairman of the Board,
President and Chief Executive Officer of the Company, and each of the other four
most highly compensated executive officers of the Company named below (the
"Other Executive Officers"), effective July 1, 2005, are as follows:
NAME AND PRINCIPAL POSITIONS BASE SALARY
Gordon Hunter, Chairman of the Board, President and Chief Executive
Officer $525,000
Philip G. Franklin, Vice President, Operations Support and Chief
Financial Officer $293,500
David R. Samyn, Vice President and General Manager of the Automotive
Business Unit $247,200
Elizabeth C. Calhoun, Vice President, Human Resources $216,300
Kenneth R. Audino, Vice President, Organizational Development and Total
Quality Management $195,700
ANNUAL INCENTIVE COMPENSATION PROGRAM
The minimum, target and maximum amounts to be awarded under the annual
incentive compensation program for fiscal year 2005 for Mr. Hunter and each of
the Other Executive Officers, subject to achievement of financial objectives of
the Company and individual performance objectives, are as follows:
NAME AND PRINCIPAL POSITIONS MINIMUM, TARGET AND MAXIMUM
AMOUNTS AS A PERCENTAGE OF BASE
SALARY
Gordon Hunter, Chairman of the Board, President and Chief
Executive Officer 0, 50 & 100%
Philip G. Franklin, Vice President, Operations Support and
Chief Financial Officer 0, 40 & 80%
David R. Samyn, Vice President and General Manager of the
Automotive Business Unit 0, 40 & 80%
Elizabeth C. Calhoun, Vice President, Human Resources 0, 40 & 80%
Kenneth R. Audino, Vice President, Organizational
Development and Total Quality Management 0, 40 & 80%
STOCK PLAN AWARDS
The annual awards of options to purchase shares of Common Stock of the
Company, granted on May 6, 2005, with an exercise price of $27.21 per share,
under the Stock Plan to Mr. Hunter and each of the Other Executive Officers are
as follows:
NAME AND PRINCIPAL POSITIONS NUMBER OF SHARES
Gordon Hunter, Chairman of the Board, President and Chief
Executive Officer 60,000
Philip G. Franklin, Vice President, Operations Support and
Chief Financial Officer 22,000
David R. Samyn, Vice President and General Manager of the
Automotive Business Unit 15,000
Elizabeth C. Calhoun, Vice President, Human Resources 15,000
Kenneth R. Audino, Vice President, Organizational
Development and Total Quality Management 15,000
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The form of Specimen Non-Qualified Stock Option Agreement, including
vesting provisions, pursuant to which such awards were made is incorporated
herein by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K
for the fiscal year ended January 1, 2005 (the "2004 Annual Report").
On May 6, 2005, the Company also made its annual grant of shares of
restricted stock pursuant to Performance Shares Agreements with Mr. Hunter and
each of the Other Executive Officers under the Stock Plan as follows:
NAME AND PRINCIPAL POSITIONS NUMBER OF SHARES
Gordon Hunter, Chairman of the Board, President and Chief
Executive Officer 6,000
Philip G. Franklin, Vice President, Operations Support and
Chief Financial Officer 5,000
David R. Samyn, Vice President and General Manager of the
Automotive Business Unit 5,000
Elizabeth C. Calhoun, Vice President, Human Resources 5,000
Kenneth R. Audino, Vice President, Organizational
Development and Total Quality Management 0
These restricted share awards are subject to the Company attaining
certain financial performance goals relating to return on the net tangible
assets and earnings before interest, taxes, depreciation and amortization of the
Company during the three-year period ending December 31, 2007. The form of
Specimen Performance Shares Agreement pursuant to which such grants were made is
incorporated herein by reference to Exhibit 10.23 to the 2004 Annual Report.
OTHER BENEFITS
Each of the officers named above is eligible to participate in the
other employee benefit plans of the Company applicable to executive officers,
including the Company's Retirement Plan, as amended, the 401(k) Savings Plan,
and the Supplemental Executive Retirement Plan, in accordance with the terms and
conditions of such plans. These officers are also parties to Change of Control
Employment Agreements that, among other things, entitle them to payments upon
severance or upon a change of control of the Company.
These officers also receive certain personal benefits from the Company,
the value of which is expected to be less than $50,000 for each of such
officers.
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WHERE MORE INFORMATION CAN BE FOUND
Each of the plans and agreements mentioned herein or the forms of
awards thereunder are discussed further in the Company's Proxy Statement for
2005 Annual Meeting of Stockholders and, other than as to salaries and the
Annual Incentive Compensation Program, are filed as exhibits to the Company's
2004 Annual Report.
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