a1010formretentionrestri






       AMENDED AND RESTATED LITTELFUSE, INC. LONG-TERM INCENTIVE PLAN             RETENTION RESTRICTED STOCK UNIT AWARD AGREEMENT         Littelfuse, Inc. (the “Company”) hereby grants to [Name] (the “Grantee”), a Participant in  the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan, as amended from time-to- time (the “Plan”), a Restricted Stock Unit Award (the “Award”) for units representing shares of  common  stock of the Company (“Restricted Stock Units” or “RSUs”), subject to the terms and  conditions as described herein. This agreement to grant Restricted Stock Units (the “Award  Agreement”), is effective as of [Date] (the “Grant Date”).                                      RECITALS                   A. The Board of Directors of the Company (the “Board”) has adopted the Amended and        Restated Littelfuse, Inc. Long-Term Incentive Plan as an incentive to attract, retain and        motivate highly qualified individuals.       B. Under the Plan, the Compensation Committee of the Board (the “Committee”), or its delegate,        has the exclusive authority to interpret and apply the Plan and this Award Agreement.       C. The Committee has approved the granting of Restricted Stock Units to the Grantee pursuant to        the Plan to provide an incentive to the Grantee to focus on the long-term growth of the        Company and its subsidiaries.       D. To the extent not specifically defined herein, all capitalized terms used in this Award        Agreement shall have the meaning set forth in the Plan. If there is any discrepancy between        the Award Agreement and the Plan, the Plan will always govern.                      In consideration of the mutual covenants and conditions hereinafter set forth and for other  good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the  Company and the Grantee agree as follows:                   1. Grant of Restricted Stock Units. The Company hereby grants to the Grantee a Restricted        Stock Unit Award, described below, subject to the terms and conditions in this Award        Agreement. This Award is granted pursuant to the Plan and its terms are incorporated by        reference.                   Award Type          Grant Date       Number of RSUs                 Restricted Stock Units [date]        [number]       2. Vesting of Restricted Stock Units. Subject to the provisions of Section 3, the RSUs will vest        (in whole shares, rounded down) in accordance with the schedule below:                             Installment Vesting Date Applicable to Installment               100%       3rd anniversary of Grant Date                                            





 






                 3. Termination of Employment or Service.                    a. General. Except as otherwise set forth in Sections 3 b. and 3c. , if the Grantee terminates        all employment and service with the Company and its subsidiaries for any reason (including        upon retirement or a termination for Cause), any RSU that is not vested under the schedule        in Section 2 is forfeited as of the date of the Grantee’s termination of employment and        service.                    b. Death or Disability. If the Grantee terminates all employment and service with the        Company and its subsidiaries as a result of death or Disability, the unvested portion of the        RSU shall vest pro-rata, based on the Grantee’s continuous employment and service with        the Company or any of its subsidiaries completed from the Grant Date to the date of        termination (rounded down to the nearest whole number so that no fractional shares will        vest).                    c. Change in Control. In the event of a Change in Control, then the unvested portion of the        RSUs shall become immediately vested.                      The existence of Cause will be determined in the sole discretion of the Chief Legal Officer        of the Company (or, in the case of an RSU held by such officer, the Chief Executive Officer        of the Company). Also, the Committee may, in its sole discretion, choose to accelerate the        vesting of the Award in special circumstances.                 4. Delivery of Stock. As soon as reasonably practicable following each vesting date, the vested     RSUs shall be converted into Stock, or the equivalent value in cash, and delivered to the     Grantee, pursuant to Section 8.3 of the Plan; provided, such Stock or equivalent value in cash     shall be delivered to the Grantee no later than 60 days following the applicable vesting date.     Fractional shares will not be paid.                5. Responsibility for Taxes and Withholding. The Grantee acknowledges that, regardless of     any action the Company or its subsidiary employing the Grantee (the “Employer”) takes with     respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on     account, or other tax-related items related to the Grantee’s participation in the Plan and legally     applicable to the Grantee (the “Tax-Related Items”), the ultimate liability for all Tax-Related     Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld     by the Company or the Employer. The Grantee further acknowledges that the Company     and/or the Employer: (i) make no representations or undertakings regarding the treatment of     any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the     RSUs, the vesting of RSUs, the conversion of the RSUs into Stock or the receipt of an     equivalent cash payment, the subsequent sale of any Stock acquired at vesting and the receipt     of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no     obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate     the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if     the Grantee has become subject to tax in more than one jurisdiction between the Grant Date     and the date of any relevant taxable event, the Grantee acknowledges that the Company     and/or the Employer (or former employer, as applicable) may be required to withhold or     account for Tax-Related Items in more than one jurisdiction.                    Prior to any relevant taxable or tax withholding event, as applicable, the Grantee shall pay, or     make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all                  





 






                    Tax-Related Items. In this regard, pursuant to Section 16 of the Plan, if permissible under local     law and subject to any restrictions provided by the Committee prior to the vesting of the     RSUs, the Grantee authorizes the Company or the Employer, or their respective agents, to     withhold whole shares of Stock to be issued upon vesting/settlement of the RSUs equal to all     applicable Tax-Related Items, rounded down to the nearest whole share (“net settlement”).     Alternatively, or in addition, subject to any restrictions provided by the Committee prior to     the vesting of the RSUs, the Grantee authorizes the Company and/or the Employer, or their     respective agents, to satisfy the obligations with regard to all Tax-Related Items by one or a     combination of the following: (i) withholding from the Grantee’s wages or other cash     compensation payable to the Grantee by the Company and/or the Employer; (ii) withholding     from proceeds of the sale of shares of Stock acquired upon vesting/settlement of the RSUs     either through a voluntary sale or through a mandatory sale arranged by the Company (on the     Grantee’s behalf pursuant to this authorization); or (iii) personal check or other cash equivalent     acceptable to the Company or the Employer (as applicable).                    Depending on the withholding method, the Company or the Employer may withhold or account     for Tax-Related Items by considering applicable minimum statutory withholding amounts or     such greater amounts not to exceed the maximum statutory rate necessary, in the applicable     jurisdiction, to satisfy federal, state, and local withholding tax requirements (but only if     withholding at a rate greater than the minimum statutory rate will not result in adverse     financial accounting consequences). In the event that the Company or the Employer     withholds an amount for Tax- Related Items that exceeds the maximum withholding amount     under applicable law, the Grantee shall receive a refund of such over-withheld amount in     cash and shall have no entitlement to an equivalent amount in Stock. If the obligation for     Tax-Related Items is satisfied by withholding a number of shares of Stock as described     herein, for tax purposes, the Grantee shall be deemed to have been issued the full number of     shares of Stock subject to the Award, notwithstanding that a number of the shares of Stock are     held back solely for the purpose of paying the Tax-Related Items due as a result of the     Grantee’s participation in the Plan.                    Finally, the Grantee shall pay to the Company or to the Employer any amount of Tax-Related     Items that the Company or the Employer may be required to withhold or account for as a     result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously     described. The Company may refuse to issue or deliver shares or the proceeds of the sale of     shares of Stock if the Grantee fails to comply with his or her obligation in connection with the     Tax-Related Items.                 6. Transferability. The RSUs are not transferable other than: (a) by will or by the laws of     descent and distribution; (b) pursuant to a domestic relations order; or (c) to members of the     Grantee’s immediate family, to trusts solely for the benefit of such immediate family     members or to partnerships in which family members and/or trusts are the only partners, all as     provided under the terms of the Plan. After any such transfer, the transferred RSUs shall     remain subject to the terms of the Plan.                 7. Adjustment of Shares. In the event of any transaction described in Section 4.3 of the Plan,     the terms of this Award may be adjusted as set forth in Section 4.3 of the Plan.                                                                          





 






                 8. Shareholder Rights. The grant of RSUs does not confer on the Grantee any rights as a     shareholder or any contractual or other rights of service or employment with the Company or     its subsidiaries. The Grantee will not have shareholder rights with respect to any shares of     Stock subject to an RSU until the RSU is vested and shares of Stock are delivered to the     Grantee. No adjustment shall be made for dividends, distributions or other rights for which     the record date is prior to such vesting date, except as provided under the Plan.                9. Data Privacy. In order to perform its requirements under the Plan, the Company or one or more     of its subsidiaries may process sensitive personal data about the Grantee. Such data includes but     is not limited to the information provided in the Award package and any changes thereto,     other appropriate personal and financial data about the Grantee, and information about the     Grantee’s participation in the Plan and RSUs exercised under the Plan from time to time. By     accepting this Award Agreement, the Grantee hereby gives consent to the Company and its     subsidiaries to hold, process, use and transfer any personal data outside the country in which     the Grantee is employed and to the United States, and vice-versa. The legal persons for whom     the personal data is intended includes the Company and any of its subsidiaries, the outside plan     administrator as selected by the Company from time to time, and any other person that the     Company may find appropriate in its administration of the Plan. The Grantee may review     and correct any personal data by contacting the local Human Resources Representative. The     Grantee understands that the transfer of the information outlined herein is important to the     administration of the Plan and failure to consent to the transmission of such information may     limit or prohibit participation in the Plan.                 10. Appendix. Notwithstanding any provisions in this Award Agreement, the grant of the RSUs     shall be subject to any special terms and conditions set forth in any appendix (or any     appendices) to this Award Agreement for the Grantee's country (the "Appendix"). Moreover,     if the Grantee relocates to one of the countries included in the Appendix, the special terms and     conditions for such country will apply to the Grantee, to the extent the Company determines     that the application of such terms and conditions is necessary or advisable in order to comply     with local law or facilitate the administration of the Plan. The Appendix constitutes part of     this Award Agreement.                 11. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any     documents related to the RSU or other awards granted to the Grantee under the Plan by     electronic means. The Grantee hereby consents to receive such documents by electronic     delivery and agrees to participate in the Plan through an online or electronic system established     and maintained by the Company or a third party designated by the Company.                12. Severability. If one or more of the provisions in this Award Agreement shall be held invalid,     illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining     provisions shall not in any way be affected thereby and the invalid, illegal or unenforceable     provisions shall be deemed null and void; however, to the extent permissible by law, any     provisions which could be deemed null and void shall first be construed, interpreted or revised     retroactively to permit this Award Agreement to be construed so as to foster the intent of this     Award Agreement and the Plan.                 13. Amendments. Except as otherwise provided in Section 14, this Award Agreement may be     amended only by a written agreement executed by the Company and the Grantee.                                                





 






       14. Section 409A. The RSUs are intended to comply with the requirements of Section 409A. The        Plan and this Award Agreement shall be administered and interpreted in a manner consistent        with this intent. If the Company determines that the RSUs fail to comply with the        requirements of Section 409A, the Company may, at the Company’s sole discretion, and        without the Grantee’s consent, amend this Award Agreement to cause the RSUs to comply        with Section 409A. Any payments under this Award shall be treated as separate payments for        purposes of Section 409A. For purposes of determining timing of payments, any references        to retirement, resignation, or termination of employment or service shall mean a “separation        of service” as defined in Section 409A, and any payment to a “specified employee” within        the meaning of Section 409A made on account of a separation from service shall be subject        to a 6-month specified employee delay in accordance with Section 13.2(b) of the Plan.       15. Governing Law. This Award Agreement shall be construed under the laws of the        State of Delaware.                   IN WITNESS WHEREOF, the Company has caused this Award Agreement to be executed in its  name and on its behalf, as of the Grant Date.                                                                            LITTELFUSE, INC.                                                              David W. Heinzmann                                              President and Chief Executive Officer                                 





 






                                                    APPENDIX                WAIVER OF DATA PRIVACY FOR NON-U.S. RESIDENTS                                             By accepting this Award (whether by electronic means or otherwise), you consent to Littelfuse  holding, processing, using, and transferring your personal data relating to this Award across   country borders to the Littelfuse corporate headquarters in the United States, to the extent   determined by Littelfuse to be necessary to operate the Plan, administer awards, maintain  records of holders of equity rights in Littelfuse, carry out the operations of Littelfuse, or comply  with securities or other applicable laws. You acknowledge that transfers of your personal data  may include providing your information to recordkeepers or third party administrators for the  Plan, registrars or brokers hired to handle transactions involving Littelfuse common stock, or  prospective or future purchasers of Littelfuse (or its affiliates or the business for which you   work). You further acknowledge that your personal information may include your name,  address, tax identification number, work location, and information about your awards. You  further acknowledge that you have received a copy of the Plan and that you understand your   participation in the Plan is voluntary. You can revoke your consent to the transfer of your  personal data, access or correct your data, or obtain a copy of the Littelfuse data processing  policies or the Plan, by contacting our VP, Compensation, Benefits & HRIS during normal                 U.S. business hours (9 a.m. – 6 p.m. CST) at (773) 628-0864.                        WARNING FOR HONG KONG RESIDENTS:     The contents of this document have not been reviewed by any regulatory authority in Hong    Kong. If you are a Hong Kong resident, you are advised to exercise caution in relation to this    Award. If you are in any doubt about any of the contents of this document, you should obtain                             independent professional advice.