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                                                                    EXHIBIT 10.3


                    STOCK PLAN FOR EMPLOYEES AND DIRECTORS OF
                                LITTELFUSE, INC.

          1.    Purpose. Littelfuse, Inc. (the "Corporation") desires to attract
and retain Employees and directors of outstanding talent. The Stock Plan for
Employees and Directors of Littelfuse, Inc. (the "Plan") affords eligible
Employees and directors the opportunity to acquire proprietary interests in the
Corporation and thereby encourages their highest levels of performance and
interest.

          2.    Scope and Duration.

          a.    Awards under the Plan may be granted in the following forms:

                   (1) incentive stock options ("incentive stock options"), as
         provided in Section 422 of the Internal Revenue Code of 1986, as
         amended (the "Code"), and non-qualified stock options ("non-qualified
         options"; the term "options" includes incentive stock options and
         non-qualified options);

                   (2) shares of Common Stock of the Corporation (the "Common
         Stock") which are restricted as provided in paragraph 10. ("restricted
         shares"); or

                   (3) rights to acquire shares of Common Stock which are
         restricted as provided in paragraph 10. ("units" or "restricted
         units").

Options may be accompanied by stock appreciation rights ("rights").

          b. The maximum aggregate number of shares of Common Stock as to which
awards of options, restricted shares, units, or rights may be made from time to
time under the Plan is 1,000,000 shares. Shares issued pursuant to this Plan may
be in whole or in part, as the Board of Directors of the Corporation (the "Board
of Directors") shall from time to time determine, authorized but unissued shares
or issued shares reacquired by the Corporation. If for any reason any shares as
to which an option has been granted cease to be subject to purchase thereunder
or any restricted shares or restricted units are forfeited to the Corporation,
or to the extent that any awards under the Plan denominated in shares or units
are paid or settled in cash or are surrendered upon the exercise of an option,
then (unless the Plan shall have been terminated) such shares or units, and any
shares surrendered to the Corporation upon such exercise, shall become available
for subsequent awards under the Plan; provided, however, that shares surrendered
by the Corporation upon the exercise of an incentive stock option and shares
subject to an incentive stock option surrendered upon the exercise of a right
shall not be available for subsequent award of additional stock options under
the Plan.

          c. No incentive stock option shall be granted hereunder after December
15, 2001.




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          3. Administration.

          a. The Plan shall be administered by the Stock Option Committee or any
successor thereto of the Board of Directors of the Corporation or by such other
committee (the "Committee") as shall be determined by the Board of Directors.
The Committee shall consist of not less than two members of the Board of
Directors, each of whom shall qualify as a "disinterested person" to administer
the Plan as contemplated by Rule 16b-3, as amended, or other applicable rules
under Section 16(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

          b. The Committee shall have plenary authority in its sole discretion,
subject to and not inconsistent with the express provisions of this Plan:

                   (1) to grant options, to determine the purchase price of the
         Common Stock covered by each option, the term of each option, the
         persons to whom, and the time or times at which, options shall be
         granted and the number of shares to be covered by each option;

                   (2) to designate options as incentive stock options or
         non-qualified options and to determine which options shall be
         accompanied by rights;

                   (3) to grant rights and to determine the purchase price of
         the Common Stock covered by each right or related option, the term of
         each right or related option, the Employees and Eligible Directors (as
         such terms are defined below) to whom, and the time or times at which,
         rights or related options shall be granted and the number of shares to
         be covered by each right or related option;

                   (4) to grant restricted shares and restricted units and to
         determine the term of the Restricted Period (as defined in paragraph
         10.) and other conditions applicable to such shares or units, the
         Employees to whom, and the time or times at which, restricted shares or
         restricted units shall be granted and the number of shares or units to
         be covered by each grant;

                   (5) to interpret the Plan;

                   (6) to prescribe, amend and rescind rules and regulations
         relating to the Plan;

                   (7) to determine the terms and provisions of the option and
         rights agreements (which need not be identical) and the restricted
         share and restricted unit agreements (which need not be identical)
         entered into in connection with awards under the Plan;

and to make all other determinations deemed necessary or advisable for the
administration of the Plan.



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         Without limiting the foregoing, the Committee shall have plenary
authority in its sole discretion, subject to, and not inconsistent with, the
express provisions of the Plan, to:

                   (1) select Participants (as defined below) for participation
         in the plan;

                   (2) determine the timing, price, and amount of any grant or
         award under the Plan to any Participant; and

                   (3) either

                       (a) determine the form in which payment of any right
                  granted or awarded under the Plan will be made (i.e., cash,
                  securities, or any combination thereof), or

                       (b) approve the election of the Participant to receive
                  cash in whole or in part in settlement of any right granted or
                  awarded under the Plan.

                       As used in the Plan, the following terms shall have the
                  following meanings: the term "Littelfuse Officer" shall mean
                  an officer (other than an assistant officer) of the
                  Corporation or any of its Subsidiaries and any other person
                  who may be designated as any executive officer by the Board of
                  Directors of the Corporation; the term "Participant" shall
                  mean an Employee or Eligible Director; the term "Employee"
                  shall mean a full-time, non-union, salaried employee of the
                  Corporation or any of its Subsidiaries; the term "Eligible
                  Director" shall mean any individual who is a member of the
                  Board of Directors of the Corporation who is not then an
                  Employee or a beneficial owner, either directly or indirectly,
                  of more than ten percent (10%) of the Common Stock of the
                  Corporation; and the term "Subsidiaries" shall mean all
                  corporations in which the Corporation owns, directly or
                  indirectly, more than fifty percent (50%) of the total voting
                  power of all classes of stock.

                       (c) The Committee may delegate to one or more of its
                  members or to one or more agents such administrative duties as
                  it may deem advisable, and the Committee or any person to whom
                  it has delegated duties as aforesaid may employ one or more
                  persons to render advice with respect to any responsibility
                  the Committee or such person may have under the Plan;
                  provided, that the Committee may not delegate any duties to a
                  member of the Board of Directors who, if elected to serve on
                  the Committee, would not qualify as a "disinterested person"
                  to administer the Plan as contemplated by Rule 16b-3, as
                  amended, or other applicable rules under the Exchange Act. The
                  Committee may employ attorneys, consultants, accountants, or
                  other persons, and the Committee, the Corporation, its
                  Subsidiaries, and their respective officers and directors
                  shall be entitled to rely upon the advice, opinions or
                  valuations of any such persons. All actions taken and all
                  interpretations and determinations made by the Committee in
                  good faith shall be final and binding upon all Participants,
                  the Corporation, its Subsidiaries, and all other interested
                  persons. No member or agent of the Committee shall be




                                      -3-
<PAGE>

                  personally liable for any action, determination, or
                  interpretation made in good faith with respect to the Plan or
                  awards made hereunder, and all members and agents of the
                  Committee shall be fully protected by the Corporation in
                  respect of any such action, determination, or interpretation.

          4. Eligibility; Factors to be Considered in Making Awards.

          a. Persons eligible to participate in this Plan shall include all
Employees of the Corporation and all Eligible Directors; provided, however, that
Eligible Directors shall only be eligible to receive grants of options pursuant
to subparagraph 4.d.

          b. In determining the Employees to whom awards shall be granted and
the number of shares or units to be covered by each award, the Committee shall
take into account the nature of the Employee's duties, his or her present and
potential contributions to the success of the Corporation or any of its
Subsidiaries and such other factors as it shall deem relevant in connection with
accomplishing the purposes of the Plan.

          c. Awards may be granted singly, in combination, or in tandem and may
be made in combination or in tandem with or in replacement of, or as
alternatives to, awards or grants under any other employee plan maintained by
the Corporation or any of its Subsidiaries. An award made in the form of a unit
or a right may provide, in the discretion of the Committee, for

                   (1) the crediting to the account of, or the current payment
         to, each Employee who has such an award of an amount equal to the cash
         dividends and stock dividends paid by the Corporation upon one share of
         Common Stock for each restricted unit or share of Common Stock subject
         to a right included in such award ("Dividend Equivalents"), or

                   (2) the deemed reinvestment of such Dividend Equivalents and
         stock dividends in shares of Common Stock, which deemed reinvestment
         shall be deemed to be made in accordance with the provisions of
         paragraph 10., and credited to the Employee's account ("Additional
         Deemed Shares").

Such Additional Deemed Shares shall be subject to the same restrictions
(including but not limited to provisions regarding forfeitures) applicable with
respect to the unit or right with respect to which such credit is made. Dividend
Equivalents not deemed reinvested as stock dividends shall not be subject to
forfeiture, and may bear amounts equivalent to interest or cash dividends as the
Committee may determine.

          d. Each Eligible Director shall be automatically granted a
non-qualified option to purchase 4,000 shares of Common Stock, which option
shall be granted on the earlier of the January, 1992 meeting of the Committee or
the first meeting of the Committee following the date on which the Eligible
Director is first elected as a member of the Board of Directors of the
Corporation. The purchase price for the Common Stock covered by each such option
shall be the fair market value (as defined below) of such Common Stock on the
date the option is granted, payable at the time and in the manner provided in
subparagraph 5.b. below. Each option granted to an Eligible Director shall be
exercisable as follows: with respect to twenty-percent (20%) of



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the Common Stock covered thereby during the ten (10) year period commencing one
(1) year following the date of grant; with respect to an additional twenty
percent (20%) of the Common Stock covered thereby during the ten (10) year
period commencing two (2) years following the date of grant; with respect to an
additional twenty percent (20%) of the Common Stock covered thereby during the
ten (10) year period commencing three (3) years following the date of grant;
with respect to an additional twenty percent (20%) of the Common Stock covered
thereby during the ten (10) year period commencing four (4) years following the
date of grant; and with respect to the remaining twenty percent (20%) of the
Common Stock covered thereby during the ten (10) year period commencing five (5)
years following the date of grant. The foregoing formula can only be amended to
the extent permitted by Rule 16b-3, as amended, under the Exchange Act.

          5. Option Price.

          a. The purchase price of the Common Stock covered by each option
awarded to an Employee shall be determined by the Committee; provided, however,
that in the case of incentive stock options, the purchase price shall not be
less than 100% of the fair market value of the Common Stock on the date the
option is granted. Fair market value shall mean,

                   (1) if the Common Stock is duly listed on a national
         securities exchange or on The Nasdaq Stock Market("Nasdaq") ("Duly
         Listed"), the closing price of the Common Stock for the date on which
         the option is granted, or, if there are no sales on such date, on the
         next preceding day on which there were sales, or

                   (2) if the Common Stock is not Duly Listed, the fair market
         value of the Common Stock for the date on which the option is granted,
         as determined by the Committee in good faith. Such price shall be
         subject to adjustment as provided in paragraph 13.

The price so determined shall also be applicable in connection with the exercise
of any related right.

          b. The purchase price of the shares as to which an option is exercised
shall be paid in full at the time of exercise; payment may be made in cash,
which may be paid by check or other instrument acceptable to the Corporation,
or, if permitted by the Committee, in shares of the Common Stock, valued at the
closing price of the Common Stock as reported on either a national securities
exchange or NASDAQ for the date of exercise, or if there were no sales on such
date, on the next preceding day on which there were sales (or, if the Common
Stock is not Duly Listed, the fair market value of the Common Stock on the date
of exercise, as determined by the Committee in good faith), or, if permitted by
the Committee and subject to such terms and conditions as it may determine, by
surrender of outstanding awards under the Plan. In addition, the Participant
shall pay any amount necessary to satisfy applicable federal, state, or local
tax requirements promptly upon notification of the amount due. The Committee may
permit such amount to be paid in shares of Common Stock previously owned by the
Participant, or a portion of the shares of Common Stock that otherwise would be
distributed to such Participant upon exercise of the option, or a combination of
cash and shares of such Common Stock.



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          6. Term of Options. The term of each incentive stock option granted
under the Plan shall be such period of time as the Committee shall determine,
but not more than ten years from the date of grant, subject to earlier
termination as provided in paragraphs 11. and 12. The term of each non-qualified
option granted under the Plan to Employees shall be such period of time as the
Committee shall determine, subject to earlier termination as provided in
paragraphs 11. and 12.

          7. Exercise of Options.

          a. Each option shall become exercisable, in whole or in part, as the
Committee shall determine; provided, however, that the Committee may also, in
its discretion, accelerate the exercisability of any option in whole or in part
at any time.

          b. Subject to the provisions of the Plan and unless otherwise provided
in the option agreement, an option granted under the Plan shall become
exercisable in full at the earliest of the Participant's death, Eligible
Retirement (as defined below), Total Disability, or a Change in Control (as
defined in paragraph 12.). For purposes of this Plan, the term "Eligible
Retirement" shall mean (1) the date upon which an Employee, having attained an
age of not less than sixty-two, terminates his employment with the Corporation
and its Subsidiaries, provided that such Employee has been employed by the
Corporation or any of its Subsidiaries or any corporation of which the
Corporation or any of its Subsidiaries is the successor for a period of not less
than five (5) years prior to such termination, or (2) the date upon which an
Eligible Director, having attained the age of not less than sixty-two,
terminates his service as a director of the Corporation.

          c. An option may be exercised, at any time or from time to time
(subject, in the case of an incentive stock option, to such restrictions as may
be imposed by the Code), as to any or all full shares as to which the option has
become exercisable; provided, however, that an option may not be exercised at
any one time as to less than 100 shares or less than the number of shares as to
which the option is then exercisable, if that number is less than 100 shares.

          d. Subject to the provisions of paragraphs 11. and 12., in the case of
incentive stock options, no option may be exercised at any time unless the
holder thereof is then an Employee.

          e. Upon the exercise of an option or portion thereof in accordance
with the Plan, the option agreement and such rules and regulations as may be
established by the Committee, the holder thereof shall have the rights of a
shareholder with respect to the shares issued as a result of such exercise.

          8. Award and Exercise of Rights.

          a. A right may be awarded by the Committee in connection with any
option granted under the Plan, either at the time the option is granted or
thereafter at any time prior to the exercise, termination or expiration of the
option ("tandem right"), or separately ("freestanding right"). Each tandem right
shall be subject to the same terms and conditions as the related option and
shall be exercisable only to the extent the option is exercisable. No right
shall be exercisable for cash by a Littelfuse Officer within six (6) months from
the date the right is


                                      -6-

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awarded (and then, as to a tandem right, only to the extent the related option
is exercisable) or, if the exercise price of the right is not fixed on the date
of the award, within six (6) months from the date when the exercise price is so
fixed, and in any case only when the Littelfuse Officer's election to receive
cash in full or partial satisfaction of the right, as well as the Littelfuse
Officer's exercise of the right for cash, is made during a Quarterly Window
Period (as defined below); provided, that a right may be exercised by a
Littelfuse Officer for cash outside a Quarterly Window Period if the date of
exercise is automatic or has been fixed in advance under the Plan and is outside
the Littelfuse Officer's control. The term "Quarterly Window Period" shall mean
the period beginning on the third business day following the date of release of
each of the Corporation's quarterly and annual summary statements of sales and
earnings and ending on the twelfth business day following such release; and the
date of any such release shall be deemed to be the date it either:

                   (1) appears on a wire service,

                   (2) appears on a financial news service,

                   (3) appears in a newspaper of general circulation, or

                   (4) is otherwise made publicly available, for example, by
         press releases to a wire service, financial news service, or newspapers
         or general circulation.

          b. A right shall entitle the Employee upon exercise in accordance with
its terms (subject, in the case of a tandem right, to the surrender unexercised
of the related option or any portion or portions thereof which the Employee from
time to time determines to surrender for this purpose) to receive, subject to
the provisions of the Plan and such rules and regulations as from time to time
may be established by the Committee, a payment having an aggregate value equal
to the product of

                   (1) the excess of

                        (a) the fair market value on the exercise date of one
                  share of Common Stock over

                        (b) the exercise price per share, in the case of a
                  tandem right, or the price per share specified in the terms of
                  the right, in the case of a freestanding right, multiplied by

                   (2) the number of shares with respect to which the right
          shall have been exercised.

The payment may be made only in cash, subject to subparagraph 8.a. hereof.

          c. The exercise price per share specified in a right shall be as
determined by the Committee, provided that, in the case of a tandem right
accompanying an incentive stock option,



                                      -7-
<PAGE>

the exercise price shall be not less than fair market value of the Common Stock
subject to such option on the date of grant.

          d. If upon the exercise of a right the Employee is to receive a
portion of the payment in shares of Common Stock, the number of shares shall be
determined by dividing such portion by the fair market value of a share on the
exercise date. The number of shares received may not exceed the number of shares
covered by any option or portion thereof surrendered. Cash will be paid in lieu
of any fractional share.

          e. No payment will be required from an Employee upon exercise of a
right, except that any amount necessary to satisfy applicable federal, state, or
local tax requirements shall be withheld or paid promptly by the Employee upon
notification of the amount due and prior to or concurrently with delivery of
cash or a certificate representing shares. The Committee may permit such amount
to be paid in shares of Common Stock previously owned by the Employee, or a
portion of the shares of Common Stock that otherwise would be distributed to
such Employee upon exercise of the right, or a combination of cash and shares of
such Common Stock.

          f. The fair market value of a share shall mean the closing price of
the Common Stock as reported on either a national securities exchange or NASDAQ
for the date of exercise, or if there are no sales on such date, on the next
preceding day on which there were sales; provided, however, that in the case of
rights that relate to an incentive stock option, the Committee may prescribe, by
rules of general application, such other measure of fair market value as the
Committee may in its discretion determine but not in excess of the maximum
amount that would be permissible under Section 422 of the Code without
disqualifying such option under Section 422.

          g. Upon exercise of a tandem right, the number of shares subject to
exercise under the related option shall automatically be reduced by the number
of shares represented by the option or portion thereof surrendered.

          h. A right related to an incentive stock option may only be exercised
if the fair market value of a share of Common Stock on the exercise date exceeds
the option price.

          9. Non-Transferability of Options, Rights, and Units; Holding Periods
for Littelfuse Officers and Eligible Directors.

          a. Options, rights, and units granted under the Plan shall not be
transferable by the grantee thereof otherwise than by will or the laws of
descent and distribution; provided, however, that

                   (1) the designation of a beneficiary by a Participant shall
         not constitute a transfer, and


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<PAGE>

                   (2) options and rights may be exercised during the lifetime
         of the Participant only by the Participant or, unless such exercise
         would disqualify an option as an incentive stock option, by the
         Participant's guardian or legal representative.

          b. Notwithstanding anything contained in the Plan to the contrary,

                   (1) any shares of Common Stock awarded hereunder to a
         Littelfuse Officer may not be transferred or disposed of for at least
         six (6) months from the date of award thereof,

                   (2) any option, right, or unit awarded hereunder to a
         Littelfuse Officer or Eligible Director, or the shares of Common Stock
         into which any such option, right or unit is exercised or converted,
         may not be transferred or disposed of for at least six (6) months
         following the date of acquisition by the Littelfuse Officer or Eligible
         Director of such option, right, or unit, and

                   (3) the Committee shall take no action whose effect would
         cause a Littelfuse Officer or Eligible Director to be in violation of
         clause (1) or (2) above.

          c. Notwithstanding the foregoing and anything else contained in the
Plan to the contrary, up to 25% of the number of non-qualified options (said
percentage to be calculated using as the nominator the sum of the amount of
outstanding and unexercised non-qualified options proposed to be transferred
plus the number of non-qualified options previously transferred by said
Participant within the previous four years and using as the denominator the
aggregate number of non-qualified options granted to said Participant within the
previous four years) may be transferred (but only on a gift basis) by a
Participant to an immediate family member of the Participant or a trust which
has as beneficiaries at the time of transfer only the Participant and/or
immediate family members of the Participant. As used herein, the term "immediate
family members" shall mean the spouse of the Participant, children of the
Participant and their spouses, grandchildren of the Participant and their
spouses and great-grandchildren of the Participant and their spouses
(hereinafter referred to as a "Permitted Transferee"). All transferred
non-qualified options shall remain subject to all of the provisions of the Plan
and any agreement between the Participant and the Corporation pertaining
thereto, including, without limitation, all vesting, termination and forfeiture
provisions, and the rights and obligations of a transferee with respect to a
non-qualified option transferred thereto shall be determined pursuant to the
provisions of the Plan and any such agreement as if the Participant remained the
holder thereof. In no event shall any transferee of a transferred non-qualified
option be entitled to transfer such non-qualified option except pursuant to the
laws of descent and distribution. Any transfer of non-qualified options made
pursuant to this subsection (c) must be made pursuant to legal documentation
provided by the Corporation, which legal documentation may contain such terms
and conditions as the Corporation, in its discretion, deems appropriate, and
shall be subject to verification by the Corporation or its legal counsel that
the proposed transferee is a Permitted Transferee. Notwithstanding the
foregoing, the Committee, in its absolute discretion, may restrict or deny the
transfer of non-qualified options with respect to one or more Participants. The
provisions of this subsection (c) shall be deemed to override and control over
any provisions in any Non-Qualified Stock Option Agreement between the
Corporation and a Participant which



                                      -9-
<PAGE>

is dated before January 1, 1998, to the extent such provisions would not allow a
transfer of non-qualified options pursuant to the provisions of this subsection
(c).

         10. Award and Delivery of Restricted Shares or Restricted Units.

          a. At the time an award of restricted shares or restricted units is
made, the Committee shall establish a period of time (the "Restricted Period")
applicable to such award. Each award of restricted shares or restricted units
may have a different Restricted Period. The Committee may, in its sole
discretion, at the time an award is made, prescribe conditions for the
incremental lapse of restrictions during the Restricted Period and for the lapse
or termination of restrictions upon the satisfaction of other conditions in
addition to or other than the expiration of the Restricted Period with respect
to all or any portion of the restricted shares or restricted units. Subject to
paragraph 9., the Committee may also, in its sole discretion shorten, or
terminate the Restricted Period, or waive any conditions for the lapse or
termination of restrictions with respect to all or any portion of the restricted
shares or restricted units. Notwithstanding the foregoing but subject to
paragraph 9., all restrictions shall lapse or terminate with respect to all
restricted shares or restricted units upon the earliest to occur of an
Employee's Eligible Retirement, a Change in Control, death, or Total Disability.

          b. (1) Unless such shares are issued as uncertificated shares pursuant
to subparagraph 10.b.(2)(a) below, a stock certificate representing the number
of restricted shares granted to an Employee shall be registered in the
Employee's name but shall be held in custody by the Corporation or an agent
therefor for the Employee's account. The Employee shall generally have the
rights and privileges of a shareholder as to such restricted shares, including
the right to vote such restricted shares, except that, subject to the provisions
of paragraphs 11. and 12., the following restrictions shall apply:

                   (a) the Employee shall not be entitled to delivery of the
         certificate until the expiration or termination of the Restricted
         Period and the satisfaction of any other conditions prescribed by the
         Committee;

                   (b) none of the restricted shares may be sold, transferred,
         assigned, pledged, or otherwise encumbered or disposed of during the
         Restricted Period and until the satisfaction of any other conditions
         prescribed by the Committee; and

                   (c) all of the restricted shares shall be forfeited and all
         rights of the Employee to such restricted shares shall terminate
         without further obligation on the part of the Corporation unless the
         Employee has remained an Employee until the expiration or termination
         of the Restricted Period and the satisfaction of any other conditions
         prescribed by the Committee applicable to such restricted shares. At
         the discretion of the Committee,

                            (i) cash and stock dividends with respect to the
                  restricted shares may be either currently paid or withheld by
                  the Corporation for the Employee's account, and interest may
                  be paid on the amount of cash dividends withheld at a rate and
                  subject to such terms as determined by the Committee, or



                                      -10-
<PAGE>

                           (ii) the Committee may require that all cash
                  dividends be applied to the purchase of additional shares of
                  Common Stock, and such purchased shares, together with any
                  stock dividends related to such restricted shares (such
                  purchased shares and stock dividends are hereafter referred to
                  as "Additional Restricted Shares") shall be treated as
                  Additional Shares, subject to forfeiture on the same terms and
                  conditions as the original grant of the restricted shares to
                  the Employee.

         (2) The purchase of any such Additional Restricted Shares shall be made
either

                   (a) through a dividend reinvestment plan that may be
         established by the Corporation which satisfies the requirements of Rule
         16b-2 under the Exchange Act, in which event the price of such shares
         so purchased through the reinvestment of dividends shall be as
         determined in accordance with the provisions of that plan and no stock
         certificate representing such Additional Restricted Shares shall be in
         the Employee's name, or

                   (b) in accordance with such alternative procedure as is
         determined by the Committee in which event the price of such purchased
         shares shall be

                            (i) if the Common Stock is Duly Listed, the closing
                  price of the Common Stock as reported on either a national
                  securities exchange or NASDAQ for the date on which such
                  purchase is made, or if there were no sales on such date, the
                  next preceding day on which there were sales, or

                           (ii) if the Common Stock is not Duly Listed, the fair
                  market value of the Common Stock for the date on which such
                  purchase is made, as determined by the Committee in good
                  faith. In the event that the Committee shall not require
                  reinvestment, cash, or stock dividends so withheld by the
                  Committee shall not be subject to forfeiture. Upon the
                  forfeiture of any restricted shares (including any Additional
                  Restricted Shares), such forfeited shares shall be transferred
                  to the Corporation without further action by the Employee. The
                  Employee shall have the same rights and privileges, and be
                  subject to the same restrictions, with respect to any shares
                  received pursuant to paragraph 13.

          c. Upon the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Committee or at such
earlier time as provided for in paragraphs 11. and 12., the restrictions
applicable to the restricted shares (including Additional Restricted Shares)
shall lapse and a stock certificate for the number of restricted shares
(including any Additional Restricted Shares) with respect to which the
restrictions have lapsed shall be delivered, free of all such restrictions,
except any that may be imposed by law, to the Employee or the Employee's
beneficiary or estate, as the case may be. The Corporation shall not be required
to deliver any fractional share of Common Stock but will pay, in lieu thereof,
the fair market value (determined as of the date the restrictions lapse) of such
fractional share to the Employee or the Employee's beneficiary or estate, as the
case may be. No payment will be required from the Employee upon the issuance or
delivery of any restricted shares, except that any amount necessary to satisfy
applicable federal, state, or local tax requirements shall be




                                      -11-
<PAGE>

withheld or paid promptly upon notification of the amount due and prior to or
concurrently with the issuance or delivery of a certificate representing such
shares. The Committee may permit such amount to be paid in shares of Common
Stock previously owned by the Employee, or a portion of the shares of Common
Stock that otherwise would be distributed to such Employee upon the lapse of the
restrictions applicable to the restricted shares, or a combination of cash and
shares of such Common Stock.

          d. In the case of an award of restricted units, no shares of Common
Stock shall be issued at the time the award is made, and the Corporation shall
not be required to set aside a fund for the payment of any such award.

          e. (1) Upon the expiration or termination of the Restricted Period and
the satisfaction of any other conditions prescribed by the Committee or at such
earlier time as provided in paragraphs 11. and 12., the Corporation shall
deliver to the Employee or the Employee's beneficiary or estate, as the case may
be, one share of Common Stock for each restricted unit with respect to which the
restrictions have lapsed ("vested unit").

         (2) In addition, if the Committee has not required the deemed
reinvestment of such Dividend Equivalents pursuant to paragraph 4., at such time
the Corporation shall deliver to the Employee cash equal to any Dividend
Equivalents or stock dividends credited with respect to each such vested unit
and, to the extent determined by the Committee, the interest thereupon. However,
if the Committee has required such deemed reinvestment in connection with such
restricted unit, in addition to the stock represented by such vested unit, the
Corporation shall deliver the number of Additional Deemed Shares credited to the
Employee with respect to such vested unit.

         (3) Notwithstanding the foregoing, the Committee may, in its sole
discretion, elect to pay cash or part cash and part Common Stock in lieu of
delivering only Common Stock for the vested units and related Additional Deemed
Shares. If a cash payment is made in lieu of delivering Common Stock, the amount
of such cash payment shall be equal to

                   (a) if the Common Stock is Duly Listed, the closing price of
         the Common Stock as reported on either a national securities exchange
         or NASDAQ for the date on which the Restricted Period lapsed with
         respect to such vested unit and related Additional Deemed Shares (the
         "Lapse Date") or, if there are no sales on such date, on the next
         preceding day on which there were sales, or

                   (b) if the Common Stock is not Duly Listed, the fair market
         value of the Common Stock for the Lapse Date, as determined by the
         Committee in good faith.

          f. No payment will be required from the Employee upon the award of any
restricted units, the crediting or payment of any Dividend Equivalents or
Additional Deemed Shares, or the delivery of Common Stock or the payment of cash
in respect of vested units, except that any amount necessary to satisfy
applicable federal, state, or local tax requirements shall be withheld or paid
promptly upon notification of the amount due. The Committee may permit such
amount to be paid in shares of Common Stock previously owned by the Employee, or
a portion of the



                                      -12-
<PAGE>

shares of Common Stock that otherwise would be distributed to such Employee in
respect of vested units and Additional Deemed Shares, or a combination of cash
and shares of such Common Stock.

          g. In addition, the Committee shall have the right, in its absolute
discretion, upon the vesting of any restricted shares (including Additional
Restricted Shares) and restricted units (including Additional Deemed Shares) to
award cash compensation to the Employee for the purpose of aiding the Employee
in the payment of any and all federal, state, and local income taxes payable as
a result of such vesting, if the performance of the Corporation during the
Restricted Period meets such criteria as then or theretofore determined by the
Committee.

         11. Termination of Employment or Service. In the event that the
employment of an Employee or the service as a director of an Eligible Director
to whom an option or right has been granted under the Plan shall be terminated
for any reason other than as set forth in paragraph 12., such option or right
may, subject to the provisions of the Plan, be exercised (but only to the extent
that the Employee or an Eligible Director was entitled to do so at the
termination of his employment or service as a director, as the case may be) at
any time within three (3) months after such termination, but in no case later
than the date on which the option or right terminates.

         Unless otherwise determined by the Committee, if an Employee to whom
restricted shares or restricted units have been granted ceases to be an
Employee, for any reason other than as set forth in paragraph 12., prior to the
end of the Restricted Period and the satisfaction of any other conditions
prescribed by the Committee, the Employee shall immediately forfeit all
restricted shares and restricted units, including all Additional Restricted
Shares or Additional Deemed Shares related thereto.

         Any option, right, restricted share or restricted unit agreement, or
any rules and regulations relating to the Plan, may contain such provisions as
the Committee shall approve with reference to the determination of the date
employment terminates and the effect of leaves of absence. Any such rules and
regulations with reference to any option agreement shall be consistent with the
provisions of the Code and any applicable rules and regulations thereunder.
Nothing in the Plan or in any award granted pursuant to the Plan shall confer
upon any Participant any right to continue in the employ or service of the
Corporation or any of its Subsidiaries or interfere in any way with the right of
the Corporation or its Subsidiaries to terminate such employment or service at
any time.

        11A. Non-competition Forfeiture Provisions. Notwithstanding anything
else to the contrary contained in the Plan, in the event that an Employee shall
accept employment with, or become employed by, a Competitor (as such term is
hereinafter defined) as an officer, employee, consultant, agent, representative
or otherwise: (i) all unexercised Section 11A Options (as such term is
hereinafter defined) then held by such Employee shall be deemed to be cancelled
and forfeited and such Employee shall not have any further rights whatsoever
with respect thereto; and (ii) the Employee shall immediately pay to the
Corporation an amount equal to the product of (x) the aggregate number of shares
of Common Stock respecting which such Employee exercised Section 11A Options at
any time during the 180 days preceding the earlier of the date such Employee
accepted or commenced employment with a Competitor and (y) the aggregate




                                      -13-
<PAGE>

differences between the exercise prices of any such Section 11A Options and the
respective fair market values (as such term is defined in Section 5(a) hereof)
of the Common Stock on the respective dates of exercise of such Section 11A
Options (the "Forfeited Options Gain"). As used herein, the term "Section 11A
Options" shall mean options which are granted or awarded hereunder on or after
April 28, 2000. As used herein, the term "Competitor" shall mean any person or
entity, or any affiliate thereof, which manufactures, distributes or sells
circuit protection products in competition with the Corporation or any of its
Subsidiaries. The Corporation may require an Employee, as a condition to his or
her exercise of a Section 11A Option, to acknowledge in writing at the time of
any such exercise that he or she has not accepted employment with, or is not
employed by, a Competitor. In the event that an Employee shall fail to
immediately pay to the Corporation the Forfeited Options Gain, the Employee
shall be liable to the Corporation for all costs, expenses and attorneys' fees
incurred by the Corporation in connection with collecting the Forfeited Options
Gain from the Employee, plus interest at a per annum rate equal to the lower of
12% or the highest rate permitted by applicable law.

         12. Eligible Retirement, Death, or Total Disability of Employee or
Eligible Director, Change in Control. If any Employee or Eligible Director to
whom an option, right, restricted share, or restricted unit has been granted
under the Plan shall die or suffer a Total Disability while employed by the
Corporation or in the service of the Corporation as a director, if any Employee
terminates his employment or any Eligible Director terminates his service as a
director pursuant to an Eligible Retirement, or if a Change in Control should
occur, such option or right may be exercised as set forth herein, or such
restricted shares or restricted unit shall be deemed to be vested, whether or
not the Participant was otherwise entitled at such time to exercise such option
or right, or be treated as vested in such share or unit. Subject to the
restrictions otherwise set forth in the Plan, such option or right shall be
exercisable by the Participant, a legatee or legatees of the Participant under
the Participant's last will, or by the Participant's personal representatives or
distributees, whichever is applicable, at the earlier of

                    a. the date on which the option or right terminates in
         accordance with the term of grant, or

                    b. any time prior to the expiration of three (3) months
         after the date of such Participant's Eligible Retirement, his
         termination due to total disability, or the occurrence of a Change in
         Control, or, if applicable, within one year of such Participant's
         death.

For purposes of this paragraph 12., "Total Disability" is defined as the
permanent inability of a Participant, as a result of accident or sickness, to
perform any and every duty pertaining to such Participant's occupation or
employment for which the Participant is suited by reason of the Participant's
previous training, education, and experience.

         A "Change in Control" shall be deemed to have occurred upon

                    a. a business combination, including a merger or
         consolidation, of the Corporation and the shareholders of the
         Corporation prior to the combination do not continue to own, directly
         or indirectly, more than fifty-one percent (51%) of the equity of the
         combined entity;


                                      -14-

<PAGE>

                    b. a sale, transfer, or other disposition in one or more
         transactions (other than in transactions in the ordinary course of
         business or in the nature of a financing) of the assets or earning
         power aggregating more than forty-five percent (45%) of the assets or
         operating revenues of the Corporation to any person or affiliated or
         associated group of persons (as defined by Rule 12b-2 of the Exchange
         Act in effect as of the date hereof);

                    c. the liquidation of the Corporation;

                    d. one or more transactions which result in the acquisition
         by any person or associated group of persons (other than the
         Corporation, any employee benefit plan whose beneficiaries are
         Employees of the Corporation or any of its Subsidiaries, or TCW Special
         Credits or any of its affiliates) of the beneficial ownership (as
         defined in Rule 13d-3 of the Exchange Act, in effect as of the date
         hereof) of forty percent (40%) or more of the Common Stock of the
         Corporation, securities representing forty percent (40%) or more of the
         combined voting power of the voting securities of the Corporation which
         affiliated persons owned less than forty percent (40%) prior to such
         transaction or transactions; or

                    e. the election or appointment, within a twelve (12) month
         period, of any person or affiliated or associated group, or its or
         their nominees, to the Board of Directors of the Corporation, such that
         such persons or nominees, when elected or appointed, constitute a
         majority of the Board of Directors of the Corporation and whose
         appointment or election was not approved by a majority of those persons
         who were directors at the beginning of such period or whose election or
         appointment was made at the request of an Acquiring Person.

         An "Acquiring Person" is any person who, or which, together with all
affiliates or associates of such person, is the beneficial owner of twenty
percent (20%) or more of the Common Stock of the Corporation then outstanding,
except that an Acquiring Person does not include the Corporation or any employee
benefit plan of the Corporation or any of its Subsidiaries or any person holding
Common Stock of the Corporation for or pursuant to such plan. For the purpose of
determining who is an Acquiring Person, the percentage of the outstanding shares
of the Common Stock of which a person is a beneficial owner shall be calculated
in accordance with Rule 13d-e of the Exchange Act.

         13. Adjustments Upon Changes in Capitalization, etc. Notwithstanding
any other provision of the Plan, the Committee may at any time make or provide
for such adjustments to the Plan, to the number and class of shares available
thereunder or to any outstanding options, restricted shares, or restricted units
as it shall deem appropriate to prevent dilution or enlargement of rights,
including adjustments in the event of distributions to holders of Common Stock
other than a normal cash dividend, changes in the outstanding Common Stock by
reason of stock dividends, split-ups, recapitalizations, mergers,
consolidations, combinations, or exchanges of shares, separations,
reorganizations, liquidations, and the like. In the event of any offer to
holders of Common Stock generally relating to the acquisition of their shares,
the Committee may make such adjustment as it deems equitable in respect of
outstanding options, rights, and restricted units including in the Committee's
discretion revision of outstanding options, rights, and restricted units so that
they may be exercisable for or payable in the consideration payable in



                                      -15-
<PAGE>

the acquisition transaction. Any such determination by the Committee shall be
conclusive. No adjustment shall be made in the minimum number of shares with
respect to which an option may be exercised at any time. Any fractional shares
resulting from such adjustments to options, rights, limited rights, or
restricted units shall be eliminated.

         14. Effective Date. The Plan as theretofore amended shall become
effective as of December 16, 1991, provided that the Plan shall be approved by
the Corporation's stockholders on or before December 15, 1992. The Committee
may, in its discretion, grant awards under the Plan, the grant, exercise, or
payment of which shall be expressly subject to the conditions that, to the
extent required at the time of grant, exercise, or payment,

                    a. the shares of Common Stock covered by such awards shall
         be Duly Listed, upon official notice of issuance, and

                    b. if the Corporation deems it necessary or desirable, a
         Registration Statement under the Securities Act of 1933 with respect to
         such shares shall be effective.

         15. Termination and Amendment. The Board of Directors of the
Corporation may suspend, terminate, modify, or amend the Plan, provided that if
any such amendment requires shareholder approval to meet the requirement of the
then applicable rules under Section 16(b) of the Exchange Act, such amendment
shall be subject to the approval of the Corporation's stockholders. If the Plan
is terminated, the terms of the Plan shall, notwithstanding such termination,
continue to apply to awards granted prior to such termination. In addition, no
suspension, termination, modification, or amendment of the Plan may, without the
consent of the Employee or Eligible Director to whom an award shall theretofore
have been granted, adversely affect the rights of such Employee or Eligible
Director under such award.

         16. Written Agreements. Each award of options, rights, restricted
shares, or restricted units shall be evidenced by a written agreement, executed
by the Participant and the Corporation, which shall contain such restrictions,
terms and conditions as the Committee may require.

         17. Effect on Other Stock Plans. The adoption of the Plan shall have no
effect on awards made, or to be made, pursuant to other stock plans covering
Employees or Eligible Directors of the Corporation or any successors thereto.

         18. Governing Law. The Plan and the rights and obligations of the
Corporation and the Employees hereunder, and any options, rights, restricted
shares or restricted units awarded or granted pursuant to the Plan, shall be
governed by and construed in accordance with the laws of the State of Delaware,
excluding any conflicts or choice of law rule or principle that might otherwise
refer construction or interpretation of the Plan or any options, rights,
restricted shares or restricted units awarded or granted pursuant to the Plan to
the statutory or common law of another jurisdiction.




                                      -16-