a109formixysretentionsto






                   IXYS CORPORATION 2013 EQUITY INCENTIVE PLAN                  RETENTION STOCK OPTION 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  nonqualified option to purchase shares of Littelfuse, Inc. common stock (the “Options” or “Award”),  subject to the terms and conditions as described herein. This agreement to grant Options (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 IXYS Corporation        2013 Equity Incentive Plan as an incentive to attract, retain and motivate highly qualified        individuals.       B. Under the Plan, the Compensation Committee of the Board, or its delegate (the “Committee”)        has the exclusive authority to interpret and apply the Plan and this Award Agreement.       C. The Committee has approved the granting of Options 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 Options. The Company hereby grants to the Grantee a Stock Option 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      Number of  Exercise Price Expiration                                Date       Options    Per Share     Date            Non-Qualified Stock [date]     [number]   [price]       [expiration            Option                                                  date]                   2. Vesting of Options. Except as otherwise set forth in Section 4, the Options will vest and           become exercisable (in whole shares, rounded down) in accordance with the schedule           below:                          Installment         Vesting Date Applicable to Installment              100%                  3rd anniversary of Grant Date                      3. Expiration. The Options, including any vested Option, shall not be exercisable after the           Company’s close of business on the last business day that occurs on or prior to the           Expiration Date. The “Expiration Date” shall be on the seventh anniversary of the Date of           Grant, subject to the provisions in Section 4.     





 






                 4. Termination of Employment or Service.                   a. General. Except as otherwise set forth in Sections 4b, 4c, and 4d. below, if the        Grantee terminates all employment and service with the Company and its subsidiaries        for any reason (including upon a retirement or termination for Cause), any Option 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.                      Other than due to termination for Cause, any vested Option will remain exercisable for        3 months following the Grantee’s termination of employment and service (or the        Option Expiration Date, if sooner). In any event, if the Grantee’s termination of        employment or service is due to Cause, all Options will expire on the date of        termination, regardless of the vesting date.                   b. Death or Disability. If the Grantee terminates all employment and service with the        Company as a result of his or her death, all unvested Options shall become        immediately vested and the Options will remain exercisable for 12 months following        the date of death.                       If the Grantee terminates all employment and service with the Company as a result of        his or her Disability, as defined in the Plan, all unvested Options shall become        immediately vested and the Options will remain exercisable for 3 months following        the date of termination.                    c. Change in Control. In the event the Company terminates the Grantee’s employment        or service without Cause within two years following a Change in Control, then all        unvested Options shall become immediately vested and the Options will remain        exercisable until the Option Expiration Date.                       As used in this Award Agreement, “Change in Control” means the first of the        following events to occur:                      (i) 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;       (ii) 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;                  (iii) 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                  (iv) 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.                    Section 9.1 of the IXYS Corporation 2013 Equity Incentive Plan shall not apply to     this Award.                d. 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:                   (i) 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                   (ii) any portion of the Award Agreement on which restrictions have not yet lapsed                  





 






                         shall become immediately fully vested, nonforfeitable and payable.                    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 Option 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.                5. Method of Option Exercise. Subject to the terms of this Award Agreement and the Plan,     the Grantee may exercise, in whole or in part, any vested Option at any time by complying     with the exercise procedures established by the Company in its sole discretion. The     Grantee shall pay the Exercise Price for the Options being exercised to the Company in     full, at the time of the exercise, either:                    a. In cash;                    b. In shares of Stock having a Fair Market Value equal to the aggregate Exercise Price for        the shares of Stock being purchased and satisfying such other requirements as may be        imposed by the Company; provided, that, such shares of Stock have been held by the        Grantee for no less than six (6) months;                    c. Partly in cash and partly in shares of Stock (described in 5b); or                    d. Through the delivery of irrevocable instructions to a broker to deliver promptly to the        Company an amount equal to the aggregate Exercise Price for the shares of Stock        being purchased (“cashless exercise”).                    Anything to the contrary herein notwithstanding, the Options cannot be exercised, and     the Company shall not be obligated to issue any shares of Stock hereunder, if the     Company determines that the issuance of such shares would violate the provision of any     applicable law, including the rules and regulations of any securities exchange on which     the Stock is traded. Fractional shares will not be paid.                6. Responsibility for Taxes. Regardless of any action the Company and/or its subsidiary     employing the Grantee (the “Employer”) take with respect to any or all income tax, social     insurance, payroll tax, payment on account or other tax-related items related to the     Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related     Items”), the Grantee acknowledges that 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 Option, including the grant, vesting     or exercise of the Option, the subsequent sale of any shares of Stock acquired pursuant to     such exercise, and the receipt of any dividends; and (ii) do not commit to and are under no     obligation to structure the terms of the grant or any aspect of the Options 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 or tax withholding 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 (which, for persons     subject to U.S. taxation, should be date of exercise), the Grantee will pay or make     adequate arrangements satisfactory to the Company and/or the Employer to satisfy all     Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the     Employer, or their respective agents, at the Company’s discretion, to satisfy the obligations     with regard to all Tax- Related Items by one or a combination of the following: (a)     withholding from the Grantee’s wages or other cash compensation paid to the Grantee by     the Company and/or the Employer;          (b) withholding from proceeds of the sale of shares of Stock acquired upon exercise of     the Option either through a voluntary sale or through a mandatory sale arranged by the     Company (on the Grantee’s behalf pursuant to this authorization); (c) withholding in     shares of Stock to be issued upon exercise of the Option; or (d) 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 other applicable withholding rates. 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 Options exercised, notwithstanding that a number of the shares are     held back solely for the purpose of paying the Tax-Related Items due as a result of any     aspect of the Grantee’s participation in the Plan. The Grantee shall pay to the Company     and/or the Employer any amount of Tax-Related Items that the Company and/or the     Employer may be required to withhold 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 honor the exercise and refuse to issue or deliver the shares or the proceeds of the sale of     shares of Stock if the Grantee fails to comply with his or her obligations in connection with     the Tax-Related Items.                 7. Transferability. The Options 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 Options     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 (including, without limitation, the number and kind of shares     subject to this Option and the Exercise Price) may be adjusted, as applicable, as set forth     in Section 4.3 of the Plan.                9. Shareholder Rights. The grant of an Option 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 Options until an Option is exercised and the shares 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 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 Options 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     Options 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 Options 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 Options are intended to be exempt from 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 Options are subject     to Section 409A and that an Option Award fails 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 Options to comply with                  





 






             Section 409A or be exempt from Section 409A.          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.