a1011formixysretentionre






                IXYS CORPORATION 2013 EQUITY INCENTIVE PLAN             RETENTION RESTRICTED STOCK UNIT AWARD AGREEMENT                                               Littelfuse, Inc. (the “Company”) hereby grants to [Name] (the “Grantee”), a Participant in  the IXYS Corporation 2013 Equity 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”) maintains the IXYS           Corporation 2013 Equity Incentive Plan as an incentive to attract, retain and motivate           highly qualified individuals.                        B. The Board has delegated its authority to administer the Plan to the Compensation           Committee of the Board, or its delegate (the “Committee”).                        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. below, 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 (including        prior service with IXYS Corporation) 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 the Company or any of its subsidiaries        terminates the Grantee’s employment and service with the Company and its        subsidiaries without Cause within two years following a Change in Control, then        the unvested portion of the RSU 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. Defined Terms. As used in this Award Agreement, the following terms have the     following meanings:                      “Disability” means, unless otherwise provided in an employment, change of control     or similar agreement in effect between the Grantee and the Company or one of its     subsidiaries, the Grantee is unable to engage in any substantial gainful activity by     reason of any medically determinable physical or mental impairment which can be     expected to result in death or can be expected to last for a continuous period of not     less than 12 months; or, by reason of any medically determinable physical or mental     impairment which can be expected to result in death or can be expected to last for a     continuous period of not less than 12 months, receiving income replacement benefits     for a period of not less than 3 months under an accident and health plan covering     employees of the Company or one of its subsidiaries.          “Change in Control” means the first of the following events to occur:                     a) The acquisition by any one person or more than one person acting as a group        (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), other        than the Company, any subsidiary, or any employee benefit plan (or related trust)        sponsored or maintained by the Company or any subsidiary, (a “Person”) of any of        stock of the Company that, together with stock held by such Person, constitutes        more than 50% of the total fair market value or total voting power of the stock of        the Company. For purposes of this Paragraph (a), the following acquisitions shall        not constitute a Change in Control: (i) the acquisition of additional stock by a        Person who is considered to own more than 50% of the total fair market value or        total voting power of the stock of the Company, (ii) any acquisition in which the                   





 






                      Company does not remain outstanding thereafter, and (iii) any acquisition     pursuant to a transaction which complies with Paragraph (c) below. An increase     in the percentage of stock owned by any one Person as a result of a transaction     in which the Company acquires its stock in exchange for property will be treated     as an acquisition of stock for purposes of this Paragraph;                  b) The replacement of individuals who constitute a majority of the Board of     Directors of the Company, during any twelve (12) month period, by directors     whose appointment or election is not endorsed by a majority of the Board of     Directors of the Company before the date of the appointment or election,     provided that, if the Company is not the relevant corporation for which no other     corporation is a majority shareholder for purposes of Treasury Regulation     Section 1.409A-3(i)(5)(iv)(A)(2), this Paragraph (b) shall be applied instead with     respect to the members of the board of the directors of such relevant corporation     for which no other corporation is a majority shareholder;                  c) The acquisition by any one person or more than one person acting as a group     (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vi)(D)), other     than the Company, a subsidiary or any employee benefit plan (or related trust)     sponsored or maintained by the Company or any subsidiary, during the 12-month     period ending on the date of the most recent acquisition by such by such person or     persons, of ownership of stock of the Company possessing 30% or more of the     total voting power of the stock of the Company. For purposes of this Paragraph     (c), the following acquisitions shall not constitute a Change in Control: (i) the     acquisition of additional control by a person or more than one person acting as a     group who are considered to effectively control the Company within the meaning     of Treasury Regulation Section 1.409A-3(i)(5)(vi), and (ii) any acquisition     pursuant to a transaction which complies with Paragraph (a); or                  d) The acquisition by any individual person or more than one person acting as a group     (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vii)(C)),     other than a transfer to a related person within the meaning of Treasury     Regulation Section 1.409A- 3(i)(5)(vii)(B), during the 12-month period ending     on the date of the most recent acquisition by such by such person or persons, of     assets from the Company that have a total gross fair market value equal to or more     than 40% of the total gross fair market value of all of the assets of the Company     immediately prior to such acquisition(s). For purposes of this Paragraph (d),     “gross fair market value” means the value of the assets of the Company, or the     value of the assets being disposed of, determined without regard to any liabilities     associated with such assets.                   The above definition of “Change in Control” shall be interpreted by the Board of  Directors of the Company, in good faith, to apply in a similar manner to transactions  involving partnerships and partnership interests, and to comply with Code Section  409A.                                                    





 






                      Reorganization: If the Company is part of any reorganization involving merger,     consolidation, acquisition of the stock or acquisition of the assets of the Company,     the Committee, in its discretion, may decide that:                     a) any portion of the Award Agreement shall pertain to and apply, with appropriate        adjustment as determined by the Committee, to the securities of the resulting        corporation; and/or                     b) any portion of the Award Agreement on which restrictions have not yet lapsed        shall become immediately fully vested, nonforfeitable and payable.                   5. 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 8.4 of the Plan; provided, such Stock or     equivalent in cash shall be delivered to the Grantee no later than 60 days following     the applicable vesting date. Fractional shares will not be paid.                   6. 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 11 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.                   7. 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.                   8. 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.                   9. 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 date, except as provided under     the Plan.       10. 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 this 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.                  11. 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.                   12. 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.                   13. 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.                   14. Amendments. Except as otherwise provided in Section 15, this Award Agreement     may be amended only by a written agreement executed by the Company and the     Grantee.                  15. 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 to the extent required by Treasury Regulations     Section 1.409A- 1(c)(3)(v) and shall not be paid until six months after the date of such     separation from service, and any amount of such payment that would otherwise be     payable during such six month period shall be paid at the end of such period.                  





 






            16. 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.