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                                                                    EXHIBIT 10.1

                 1993 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 1993 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 3,400,000
         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. The maximum aggregate
         number of shares of Common Stock as to which awards of options,
         restricted shares, units, or rights may be made to any one individual
         during any calendar year shall be 100,000. 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.


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                    c.     No incentive stock option shall be granted hereunder
         after February 11, 2003.

          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;

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

                  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


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         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 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 2,000 shares of Common Stock, which
         option shall be granted on the effective date of the Plan (hereinafter
         referred to as the "Initial Eligible Director Stock




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         Options"). "Commencing in 1995, each Eligible Director shall be
         automatically granted a non-qualified option to purchase 2,200 shares
         of Common Stock, commencing in 1997, each Eligible Director shall be
         automatically granted a non-qualified option to purchase 2,500 shares
         of Common Stock, and commencing in 1998, each Eligible Director shall
         be automatically granted a non-qualified option to purchase 5,000
         shares of Common Stock, which option shall be granted on the date of
         the first meeting of the Board of Directors of the Corporation
         following each annual meeting of the stockholders of the Corporation
         (hereinafter sometimes referred to as the "Annual Eligible Director
         Stock Options" and sometimes, together with the Initial Eligible
         Director Stock Options, as the "Eligible Director Stock Options")." The
         number of Annual Eligible Director Stock Options to be granted as of
         the date of any such meeting of the Board of Directors shall be
         proportionately adjusted to reflect any stock splits, stock dividends,
         recapitalizations or similar transactions causing an increase or
         decrease in the number of issued and outstanding shares of Common Stock
         which have occurred since the date of the most recent grant of Annual
         Eligible Director Stock Options. Any Eligible Director may waive his or
         her right to be granted Eligible Director Stock Options. In the event
         that the granting of any Annual Eligible Director Stock Options would
         cause the 3,400,000 share limitation contained in Section 2.b. hereof
         to be exceeded (after taking into account any waivers by Eligible
         Directors to accept some or all of the Annual Eligible Director Stock
         Options to which he or she would otherwise be entitled), the total
         number of Annual Eligible Director Stock Options then to be granted
         shall be reduced to a number which would cause said 3,400,000 share
         limitation not to be exceeded and the amount of non-qualified options
         to be granted to each Eligible Director who has not waived his or her
         right to receive Annual Eligible Director Stock Options shall be
         proportionately reduced. The purchase price for the Common Stock
         covered by each Eligible Director Stock Option shall be the fair market
         value (as defined below) of the Common Stock on the date the Eligible
         Director Stock Option is granted, payable at the time and in the manner
         provided in Section 5.b. below. Each Eligible Director Stock Option
         granted to an Eligible Director shall be exercisable as follows: with
         respect to twenty-percent (20%) of 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

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         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.

          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.



                                      -6-
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                    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 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


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         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, 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.



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<PAGE>

                    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

                            (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,




                                      -9-
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                            (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 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

                                      -10-

<PAGE>


         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

                                    (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


                                      -11-
<PAGE>

                           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 withheld
         or paid promptly upon notification of the amount due and prior to or
         concurrently with

                                      -12-

<PAGE>

         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.


                                      -13-
<PAGE>

         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 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


                                      -14-

<PAGE>

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 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



                                      -15-
<PAGE>

         continue to own, directly or indirectly, more than fifty-one percent
         (51%) of the equity of the combined entity;

                    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




                                      -16-

<PAGE>

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 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 February 12, 1993, provided that the Plan shall be approved by
the Corporation's stockholders on or before February 11, 1994. 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.



                                      -17-