EXHIBIT 10.2
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.
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
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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. Persons eligible to participate in this Plan shall
include all Eligible Directors.
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
(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
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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.
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.
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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 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
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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
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.
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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 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,
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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.
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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