EXHIBIT 99.6
FORM OF
NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE
LITTELFUSE, INC. OUTSIDE DIRECTORS' STOCK OPTION PLAN
THIS NON-QUALIFIED STOCK OPTION AGREEMENT is entered into as of ______,
20___, between ______________________ (the "Optionee") and LITTELFUSE, INC., a
Delaware corporation (the "Corporation"), with reference to the following facts:
A. Pursuant to the Littelfuse, Inc. Outside Directors' Stock Option Plan
(the "Plan"), the Corporation is authorized and required to grant an option for
five thousand (5,000) shares of its Common Stock, $.01 par value (the "Common
Stock"), on the date of each annual meeting of the Board of Directors (the
"Board") to each member of the Board who is not an employee of the Corporation
and who has not waived his right to receive such option.
B. The Optionee was a member of the Board on the date of the annual meeting
held May __, 20__, who was not an employee of the Corporation and did not waive
his right to receive such option.
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 seventh (7th) 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
(20%) of the Common Stock covered hereby during the six (6) year period
commencing one (1) year following the date of grant; with respect to an
additional twenty (20%) of the Common Stock covered hereby during the five
(5) year period commencing two (2) years following the date of grant; with
respect to an additional twenty (20%) of the Common Stock covered hereby
during the four (4) year period commencing three (3) years following the
date of grant; with respect to an additional twenty (20%) of the Common
Stock covered hereby during the three (3) year period commencing four (4)
years following the date of grant; and with respect to the remaining twenty
(20%) of the Common Stock covered hereby during the two (2) 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 Membership on Board. In the event that the Optionee
ceases to be a member of the Board (and does not become an employee of the
Corporation or any of its subsidiaries) for any reason other than as set
forth in Section 5.4 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 the termination of the
Optionee's membership on the Board) 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
membership on the Board shall be cancelled and forfeited and the Optionee
shall not have any further rights whatsoever with respect thereto.
Notwithstanding the foregoing:
(a) If the Optionee's membership on the Board is terminated by reason
of the Optionee's Disability, or following a Change in Control
(as both such terms are defined in the Plan), the option shall
vest in full, and may be exercised at any time during the period
described above, as provided in Section 5.4(a) of the Plan.
(b) If the Optionee's membership on the Board is terminated by reason
of the Optionee's death, the option shall vest in full, and may
be exercised at any time during the period described above,
except that twelve (12) months shall be substituted for three (3)
months from the date of termination, as provided in Section
5.4(a) of the Plan.
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 5.6 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.
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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.
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 "Code"). The option is
intended as a stock right that does not provide for deferral of
compensation and is not subject to Section 409A of the Code, and shall not
be interpreted to permit any deferral of compensation that would cause it
to be subject to Section 409A. 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
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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. 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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