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                                                                   EXHIBIT 10.23

                                    SPECIMEN
                          PERFORMANCE SHARES AGREEMENT

      THIS PERFORMANCE SHARES AGREEMENT is entered into as of _____________,
______, between ____________ (the "Recipient") and LITTELFUSE, INC., a Delaware
corporation (the "Corporation"), with reference to the following facts:

      A. Pursuant to the 1993 Stock Plan for Employees and Directors of
Littelfuse, Inc. (the "Plan"), the Corporation is authorized to grant awards of
rights ("Restricted Units") to acquire shares of its Common Stock, $.01 par
value (the "Common Stock"), on a restricted basis as provided in the Plan to
officers, directors and employees of the Corporation or any Subsidiary as a
reward for past performance or as an incentive for future performance.
Capitalized terms used but not otherwise defined herein shall have the same
respective meanings as those terms have under the Plan.

      B. The Corporation desires to grant Restricted Units to the Recipient.

      NOW, THEREFORE, IN CONSIDERATION of the foregoing facts and other good and
valuable consideration, the parties hereto hereby agree as follows:

            1. Grant of Restricted Units. The Corporation hereby grants to the
      Recipient Restricted Units entitling the Recipient to acquire up to
      ________ shares of the Common Stock (hereinafter referred to as the
      "Maximum Restricted Shares Amount"), subject in all respects to the
      provisions of the Plan and the terms and conditions set forth herein.

            2. Number of Restricted Shares Deemed Earned. (a) The number of
      shares of the Common Stock which the Recipient shall be entitled to be
      issued or paid for in cash pursuant to this Agreement shall be determined
      pursuant to the following formula (hereinafter said shares shall be
      referred to as the "Restricted Shares" and said number of shares resulting
      from said formula shall be referred to as the "Earned Restricted Shares
      Amount"):

                  (i) The Recipient shall be deemed to have earned no Restricted
            Shares in the event that EBITDA Growth is less than ___% or Average
            RONTA is less than ___%.

                  (ii) The Recipient shall be deemed to have earned ___% of the
            Maximum Restricted Shares Amount if EBITDA Growth is equal to or
            greater than ___% but less than ___%, and Average RONTA is equal to
            or greater than ___% but less than ___%. For each full percentage
            point above the EBITDA Growth minimum of ___%, the recipient will
            earn an incremental ___% of the Maximum Restricted Shares Amount, up
            to a maximum of an additional ___% of the Maximum Restricted Shares
            Amount. Additionally, for each full percentage point above the
            Average RONTA minimum of ___%, the recipient will earn an

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            incremental ___% of the Maximum Restricted Shares Amount up to a
            maximum of an additional ___% of the Maximum Restricted Shares
            Amount. Therefore, the Maximum Restricted Shares Amount is earned
            only when EBITDA Growth is greater than ___% and Average RONTA is
            greater than ___%. The chart attached hereto as Exhibit A
            illustrates the application of the foregoing formula.

            (b) As used herein, the term "EBITDA" shall mean the consolidated
      net income of the Corporation for each of the _____, _____ and _____
      fiscal years of the Corporation (hereinafter said three (3) year period is
      referred to as the "Performance Period"); provided, however, that in
      calculating said consolidated net income, no deductions shall be made for
      any interest, taxes, depreciation or amortization.

            (c) As used herein, the term "EBITDA Growth" shall mean the compound
      annual growth rate in EBITDA from fiscal year _____ through fiscal year
      _____ defined mathematically as follows (but expressed as a percentage):

                  EBITDA Growth = (fiscal year _____ EBITDA / fiscal year _____
                  EBITDA)1/3 - 1

            (d) As used herein, the term "RONTA" shall mean the percentage
      return on net tangible assets for the Corporation for each of the fiscal
      years of the Corporation during the Performance Period, calculated for
      each such fiscal year by dividing the consolidated net income of the
      Corporation for such fiscal year by the average of the amounts of (x) the
      total assets minus the total intangible assets minus the total current
      liabilities of the Corporation at the beginning of such fiscal year and
      (y) the total assets minus the total intangible assets minus the total
      current liabilities of the Corporation at the end of such fiscal year;
      provided, however, that current liabilities shall not include the current
      portion of long term debt for purposes of this calculation.

            (e) As used herein, the term "Average RONTA" shall mean the average
      RONTA for each of the three fiscal years of the Corporation during the
      Performance Period.

            (f) To the extent applicable, all calculations of EBITDA and RONTA,
      and the components thereof, shall be made in accordance with generally
      accepted accounting principles consistently applied.

            (g) In the event that the Corporation shall amend its financial
      statements for any of its fiscal years _____, _____ or _____ at any time
      after _____________, _____, and before _____________, _____, so that any
      of the items used to calculate EBITDA or RONTA for any of those fiscal
      years are materially changed, the Committee, in its discretion, may make
      appropriate adjustments to the number of Restricted Shares deemed earned
      pursuant to Section 2 hereof.

            (h) In the event that the Corporation or any Subsidiary shall be a
      party to any merger or consolidation or acquisition of assets, shall sell
      all or substantially all of its

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      assets or enter into any other transaction which, in the good faith
      opinion of the Committee, will have a material effect (either positive or
      negative) on EBITDA or RONTA during the Performance Period or the ability
      of the Recipient to obtain the economic benefit contemplated by this
      Agreement, the Committee shall appropriately and reasonably adjust the
      formula contained in Section 2(a) to provide the Recipient with
      substantially the same opportunity to obtain substantially the same
      economic benefit that the Recipient would have if said transaction had not
      been entered into, said adjustment to be evidenced in a writing delivered
      by the Corporation to the Recipient.

            (i) In the event that at anytime from and after the date hereof to
      and including _____________, _____, there shall occur any changes in the
      outstanding Common Stock by reason of stock dividends, split-ups,
      recapitalizations, mergers, consolidations, combinations, exchanges of
      shares, separations, reorganizations, liquidations and the like, the
      Committee shall appropriately and reasonably adjust the Maximum Restricted
      Shares Amount, the Earned Restricted Shares Amount, the number of any
      earned but unissued Restricted Shares and/or the amount of any earned but
      unpaid Restricted Payments.

            3. Issuance of Restricted Shares. In the event that the Recipient is
      deemed to have earned any Restricted Shares pursuant to the provisions of
      Section 2 hereof, a certificate or certificates representing that number
      of shares of the Common Stock which is equal to one-half (1/2) of the
      Earned Restricted Shares Amount shall be issued in the Recipient's name as
      of _____________, _____, and as soon as reasonably practical after the
      delivery by the Recipient to the Corporation of a stock power signed in
      blank by the Recipient with respect to such Restricted Shares and in a
      form which is acceptable to the Corporation which may be used by the
      Corporation to cancel such Restricted Shares in accordance with the
      provisions of the Plan and this Agreement. Upon issuance of the
      certificate or certificates for such Restricted Shares, the Recipient
      shall be a stockholder with respect to such Restricted Shares and shall
      have all the rights of a stockholder with respect to such Restricted
      Shares, including but not limited to, the right to vote such Restricted
      Shares and to receive dividends and other distributions paid with respect
      to such Restricted Shares. The certificate or certificates representing
      such Restricted Shares, together with the executed stock power, shall be
      held in custody by the Corporation or an agent therefor pursuant to the
      provisions of the Plan for the account of the Recipient.

            4. Payment of Cash in Lieu of Issuance of Restricted Shares. In the
      event that the Recipient is deemed to have earned any Restricted Shares
      pursuant to the provisions of Section 2 hereof, the Corporation shall pay
      to the Recipient on each of _____________, _____, _____ and _____ an
      amount in cash (in lieu of the issuance of Restricted Shares) equal to the
      product of (i) one-sixth (1/6th) of the Earned Restricted Shares Amount
      multiplied by (ii) the Market Price of the Common Stock on such date
      (hereinafter referred to as a "Restricted Payment"). As used herein, the
      term "Market Price" shall mean (x) if the Common Stock is Duly Listed, the
      closing price of the Common Stock on the date in question as reported on
      either a national securities exchange or on The Nasdaq Stock Market or, if
      there were no sales on that date, on the next preceding day on which there
      were sales or (y) if the Common Stock is not Duly

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      Listed, the fair market value of the Common Stock on the date in question
      as determined by the Committee in good faith.

            5. Restrictions. The Restricted Units awarded pursuant to this
      Agreement and any Restricted Shares or Restricted Payments which may be
      deemed to be earned or owing with respect thereto shall be subject to the
      following terms and conditions (the "Restrictions"):

                  (i) the Recipient shall not be entitled to delivery of a
            certificate representing the Restricted Shares until the
            Restrictions pertaining thereto shall be terminated pursuant to
            either Sections 6 or 7 hereof;

                  (ii) none of the Restricted Units may be sold, transferred,
            assigned, pledged or otherwise encumbered or disposed of;

                  (iii) none of the Restricted Shares may be sold, transferred,
            assigned, pledged or otherwise encumbered or disposed of until the
            Restrictions pertaining thereto shall be terminated pursuant to
            either Sections 6 or 7 hereof;

                  (iv) all of the Restricted Units shall be forfeited and
            cancelled and all rights of the Recipient to such Restricted Units
            and any Restricted Shares or Restricted Payments which may be deemed
            to be earned or owing with respect thereto shall terminate without
            further obligation on the part of the Corporation in the event that
            the Recipient ceases to be an Employee for any reason prior to
            _____________, _____, for any reason;

                  (v) all of the Restricted Shares which are issued pursuant to
            Section 3 hereof shall be forfeited and cancelled and the Recipient
            shall have no further rights whatsoever with respect thereto in the
            event the Recipient ceases to be an Employee prior to _____________,
            _____, for any reason other than a reason set forth in Section 7
            hereof;

                  (vi) two-thirds (2/3rds) of any Restricted Shares which are
            issued pursuant to Section 3 hereof shall be forfeited and cancelled
            and the Recipient shall have no further rights whatsoever with
            respect thereto in the event the Recipient ceases to be an Employee
            prior to _____________, _____, for any reason other than a reason
            described in Section 7 hereof;

                  (vii) one-third (1/3rd) of any Restricted Shares which are
            issued pursuant to Section 3 hereof shall be forfeited and cancelled
            and the Recipient shall have no further rights whatsoever with
            respect thereto in the event the Recipient ceases to be an Employee
            prior to _____________, _____, for any reason other than a reason
            described in Section 7 hereof;

                  (viii) any right of the Recipient to receive any Restricted
            Payments pursuant to Section 4 hereof shall be forfeited and
            cancelled and the Recipient

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            shall have no further rights whatsoever with respect thereto in the
            event the Recipient ceases to be an Employee prior to the applicable
            payment date for such Restricted Payment for any reason other than a
            reason described in Section 7 hereof.

            6. Vesting of Restricted Shares. The Restrictions respecting the
      Restricted Shares issued pursuant to Section 3 hereof which have not
      theretofore been forfeited and cancelled pursuant to Section 5 hereof
      shall terminate with respect to one-third (1/3rd) of such Restricted
      Shares on each of _____________, _____, _____________, _____ and
      _____________, _____.

            7. Termination of Restrictions upon Certain Events. The Restrictions
      shall terminate with respect to all of the Restricted Shares and the
      Restricted Payments which have not theretofore been forfeited and
      cancelled pursuant to Section 5 hereof upon the first to occur of the
      following events:

                  (i) the death of the Recipient;

                  (ii) the Total Disability of the Recipient;

                  (iii) the termination of the employment of the Recipient
            pursuant to an Eligible Retirement; or

                  (iv) the occurrence of a Change in Control.

            8. Issuance of Stock Certificate for Vested Restricted Shares. Upon
      the termination of the Restrictions respecting any Restricted Shares
      pursuant to Section 6 hereof, the Corporation shall promptly cause a stock
      certificate representing such Restricted Shares to be delivered to the
      Recipient, free and clear of all Restrictions.

            9. Accelerated Delivery of Stock Certificate and Payment of
      Restricted Payments. Upon the termination of the Restrictions respecting
      any Restricted Shares pursuant to Section 7 hereof, the Corporation shall
      promptly cause a stock certificate representing such Restricted Shares to
      be delivered to the Recipient, free and clear of all Restrictions, and
      shall promptly pay in cash an amount equal to the product of (i) 1/2 (if
      such termination occurs on or prior to _____________, _____), 1/3 (if such
      termination occurs after _____________, _____ and on or prior to
      _____________, _____) or 1/6 (if such termination occurs after
      _____________, _____) of the Earned Restricted Shares Amount multiplied by
      (ii) the Market Price of the Common Stock on the date of such termination.

            10. Compliance with Law. No Restricted Shares shall be issued
      pursuant to this Agreement unless said issuance is in compliance with
      applicable federal and state tax and securities laws.

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                  10.1. Certificate Legends. The certificates for Restricted
            Shares issued pursuant to this Agreement shall bear any legends
            deemed necessary or appropriate by the Corporation.

                  10.2. Representations of the Recipient. At the request of the
            Corporation, the Recipient 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.

                  10.3. Resale. In addition to the restrictions contained in the
            Plan, the Recipient's ability to transfer Restricted Shares issued
            pursuant to this Agreement or securities acquired in lieu thereof or
            in exchange therefor may be restricted under federal or state
            securities laws. The Recipient shall not resell or offer for resale
            such Restricted 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.

            11. 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
      Recipient to the Corporation shall be mailed or delivered to the
      Corporation to the attention of its Secretary at 800 E. Northwest Highway,
      Des Plaines, Illinois 60016, and all notices or communications by the
      Corporation to the Recipient may be given to the Recipient personally or
      may be mailed to the Recipient at the most recent address which the
      Recipient has provided in writing to the Corporation.

            12. Tax Treatment. The Recipient acknowledges that the tax treatment
      respecting the Restricted Shares issued pursuant to this Agreement 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 to the Recipient with respect to
      and hereby disclaims all responsibility as to such tax treatment.

            13. Withholding Taxes. The Corporation shall have the right to
      deduct from the amount of any Restricted Payment an amount sufficient to
      satisfy any federal, state or local withholding tax requirement. The
      Corporation shall have the right to require the Recipient to remit to the
      Corporation an amount sufficient to satisfy any federal, state or local
      withholding tax requirement prior to the issuance or delivery of any
      Restricted Shares to the Recipient. The Corporation will notify the
      Recipient 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 Recipient shall promptly remit to the Corporation the amount
      specified in such notice. No amounts of income received by the Recipient
      pursuant to this Agreement shall be considered compensation for purposes
      of any pension

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      or retirement plan, insurance plan or any other employee benefit plan of
      the Corporation or any subsidiary.

            14. Effect on SERP. The Corporation and the Recipient agree that
      neither the value of any shares of Common Stock issued, nor the amount of
      any cash paid, to the Recipient pursuant to this Agreement shall be
      included in the definition of "Compensation" under the Littelfuse, Inc.
      Supplemental Executive Retirement Plan.

            15. Change in Control. The Corporation and the Recipient agree that
      Oaktree Capital Management, LLC and its affiliates shall be deemed to be
      exempt from the provisions of subparagraph (d) of the definition of
      "Change in Control" under the Plan.

      IN WITNESS WHEREOF, the Corporation and the Recipient have executed this
Performance Shares Agreement effective as of the date first set forth above.

LITTELFUSE, INC.                               RECIPIENT:

By_________________________________            ____________________________
Its________________________________

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                                    EXHIBIT A

<TABLE>
<S>        <C>            <C>             <C>             <C>             <C>             <C>
           over ___%               ___%            ___%            ___%            ___%       ___%
           >or=__<or=__%           ___%            ___%            ___%            ___%       ___%
EBITDA     >or=__<or=__%           ___%            ___%            ___%            ___%       ___%
GROWTH     >or=__<or=__%           ___%            ___%            ___%            ___%       ___%
           >or=__<or=__%           ___%            ___%            ___%            ___%       ___%
                          >or=__<or=__%   >or=__<or=__%   >or=__<or=__%   >or=__<or=__%   over___%
</TABLE>

                                  AVERAGE RONTA