EXHIBIT 99.5
FORM OF
STOCK OPTION AWARD AGREEMENT
UNDER THE
LITTELFUSE, INC. OUTSIDE DIRECTORS' EQUITY PLAN
TO: ______________
To encourage your continued service as a member of the Board of Directors
of Littelfuse, Inc. (the "Company"), you (the "Optionee") have been granted this
stock option award (the "Award") pursuant to the Littelfuse, Inc. Outside
Directors' Equity Plan (the "Plan"), a copy of which has been made available to
you. The Award gives you certain rights to purchase shares of the common stock,
$.01 par value (the "Common Stock"), of the Company (the "Option"), subject to
the provisions of this agreement (this "Agreement") and the Plan.
The terms of the Award are as set forth in this Agreement and in the Plan.
The Plan is incorporated into this Agreement by reference, which means that this
Agreement is limited by and subject to the terms and provisions of the Plan. In
the event of a conflict between the terms of this Agreement and the terms of the
Plan, the terms of the Plan shall control. Capitalized terms that are used but
not defined in this Agreement have the meanings given to them in the Plan. The
terms of the Award are as follows:
1. Grant Date: ________________, 20__ ("Grant Date")
2. Number of Shares of Common Stock Subject to Option: ________________
3. Exercise Price Per Share: $____________
4. Option Expiration Date: ______________________
5. Vesting Schedule: The Option will vest according to the following
schedule:
PERIOD OF OPTIONEE'S CONTINUOUS
SERVICE FROM THE PERCENT OF OPTION THAT
GRANT DATE BECOMES VESTED
------------------------------- ----------------------
1 Year 33 1/3%
2 Years 33 1/3%
3 Years 33 1/3%
6. Exercise of Option. Subject to the terms of the Plan and this Agreement,
the Option may be exercised by you with respect to (i) one-third (1/3rd) of the
shares of Common Stock covered by the Option during the six (6) year period
commencing one (1) year following the Grant Date; (ii) an additional one-third
(1/3rd) of the shares of Common Stock covered by the Option during the five (5)
year period commencing two (2) years following the Grant Date; and (iii) an
additional one-third (1/3rd) of the shares of Common Stock covered by the Option
during the four (4) year period commencing three (3) years following the Grant
Date. The Option shall
be exercised by delivery of written notice to the Corporation stating the number
of shares of Common Stock 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.
7. Termination of Membership on Board. The following provisions shall
govern the extent to which the Option shall vest and, if applicable, the period
for which the Option remains exercisable, if your membership on the Board is
terminated before the Option would otherwise have vested:
(a) Death, Disability or Change in Control. In the event that your
membership on the Board terminates by reason of death or Disability, or
following a Change in Control, the Option shall immediately become fully
vested and shall remain exercisable until the earlier of (i) the remainder
of the term of the Option, or (ii) three months (or twelve months in the
case of death) from the date of such termination. In the case of your
death, your beneficiary or estate may exercise the Option.
(b) Termination after Five Years of Service. In the event that your
membership on the Board terminates after you have served as a member of the
Board for at least five years (other than by removal from the Board for
cause, as determined by the Board), the Option shall immediately become
fully vested and shall remain exercisable until the earlier of (i) the
remainder of the term of the Option, or (ii) twelve months from the date of
such termination.
(c) Other Termination. In the event that your membership on the Board
terminates prior to a Change in Control for any reason other than death or
Disability and you have not theretofore served as a member of the Board for
at least five years, the Option, to the extent vested on the date of the
termination, shall remain exercisable until the earlier of (i) the
remainder of the term of the Option, or (ii) three months from the date of
such termination. In such circumstance, the Option shall only be
exercisable to the extent that it was exercisable as of such termination
date and shall not be exercisable with respect to any additional shares.
8. Assignment or Transfer. The Option may not be assigned or transferred
except by will or by the laws of descent and distribution or pursuant to Section
10 of the Plan.
9. Plan and Committee. The construction of the terms of this Agreement
shall be controlled by the Plan, and your rights with respect to the Option are
subject to modification and termination in certain events as 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.
10. Compliance with Law. The 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.
-2-
11. Certificate Legends. The certificates for shares purchased pursuant to
the Option shall bear any legends deemed necessary by the Committee.
12. Representations of the Optionee. As a condition to the exercise of the
Option, you 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.
13. 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 you to the Corporation shall be mailed or delivered to the
Corporation to the attention of its Secretary at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and all notices or communications by the Corporation to
you may be given to you personally or may be mailed, e-mailed or otherwise
delivered to you at the most recent address which you have provided in writing
to the Corporation.
14. Tax Treatment. The 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 to be a
nonstatutory stock option which does not provide for the deferral of
compensation which would be subject to the provisions of Section 409A of the
Code. You acknowledge that the tax treatment of the Option, shares subject to
the 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.
15. Withholding Taxes. The Corporation shall have the right to require you
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. In each case of the
exercise of the Option, the Corporation will notify you 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, you shall promptly remit to the
Corporation the amount specified in such notice. No amounts of income received
by you 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.
16. Registration. The Company currently has an effective registration
statement on file with the Securities and Exchange Commission with respect to
the shares of Common Stock subject to the Award. The Company intends to maintain
this registration but has no obligation to do so. If the registration ceases to
be effective, you will not be able to transfer or sell shares of Common Stock
issued to you pursuant to the Award unless an exemption from registration under
applicable securities laws is available. Such exemptions from registration are
very limited and might be unavailable. You agree that any resale by you of the
shares of Common Stock issued pursuant to the Award shall comply in all respects
with the requirements of all applicable
-3-
securities laws, rules and regulations and any other law, rule or regulation
applicable thereto, as such laws, rules, and regulations may be amended from
time to time. The Company shall not be obligated to issue any shares of Common
Stock or permit the resale of any shares of Common Stock if such issuance or
resale would violate any such requirements.
17. Limitation on Rights; No Right to Future Grants. By entering into this
Agreement and accepting the Award, you acknowledge that: (a) the Plan is
discretionary and may be modified, suspended or terminated by the Company at any
time as provided in the Plan; (b) the grant of the Award is a one-time benefit
and does not create any contractual or other right to receive future grants of
awards or benefits in lieu of awards; (c) all determinations with respect to any
such future grants, including, but not limited to, the times when awards will be
granted, the number of shares subject to each award, the award price, if any,
and the time or times when each award will be settled, will be at the sole
discretion of the Company; (d) your participation in the Plan is voluntary; (e)
the Award is not part of normal or expected compensation for any purpose; (f)
the future value of the Common Stock subject to the Award is unknown and cannot
be predicted with certainty; and (g) neither the Plan, the Award nor the
issuance of the Shares confers upon you any right to continue as a director of
the Company or any Subsidiary.
18. Change in Capitalization. In the event of a change in the
capitalization of the Company due to a stock split, stock dividend,
recapitalization, reclassification, merger, consolidation, combination or
similar event, the Shares subject to the Option and the terms of the Option
shall be appropriately adjusted by the Board of Directors of the Company to
reflect such change; provided, however, that no such adjustment shall be made if
it would cause the Option to no longer be a nonstatutory stock option which does
not provide for the deferral of compensation which would be subject to the
provisions of Section 409A of the Code.
19. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, USA, 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.
-4-
20. Execution of Award Agreement. Please acknowledge your acceptance of the
terms and conditions of the Award by signing a copy of this Agreement and
returning it to the Company.
Dated __________________, 20__ Very truly yours,
LITTELFUSE, INC.
By
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
AGREED AND ACCEPTED:
----------------------------------------
[Director's Name]
-5-