a1072020formixysincentiv






                      IXYS CORPORATION [20__] EQUITY INCENTIVE PLAN                                                               RESTRICTED STOCK UNIT AWARD AGREEMENT                                      (Tier II)          Littelfuse, Inc. (the “Company”) hereby grants to [Name] (the “Grantee”), a Participant in the IXYS  Corporation [20__] Equity Incentive Plan, as amended from time-to-time (the “Plan”), a Restricted Stock  Unit Award (the “Award”) for units representing shares of common stock of the Company (“Restricted  Stock Units” or “RSUs”), subject to the terms and conditions as described herein. This agreement to grant  Restricted Stock Units (the “Award Agreement”), is effective as of [Date] (the “Grant Date”).                                       RECITALS                                                  A. The Board of Directors of the Company (the “Board”) maintains the IXYS Corporation [20__]           Equity Incentive Plan as an incentive to attract, retain and motivate highly qualified individuals.                   B. The Board has delegated its authority to administer the Plan to the Compensation Committee           of the Board, or its delegate (the “Committee”).                 C. The Committee has approved the granting of Restricted Stock Units to the Grantee pursuant to           the Plan to provide an incentive to the Grantee to focus on the long-term growth of the           Company and its subsidiaries.                 D. To the extent not specifically defined herein, all capitalized terms used in this Award           Agreement shall have the meaning set forth in the Plan. If there is any discrepancy between the            Award Agreement and the Plan, the Plan will always govern.      In consideration of the mutual covenants and conditions hereinafter set forth and for other good and valuable   consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Grantee   agree as follows:            1. Grant of Restricted Stock Units. The Company hereby grants to the Grantee a Restricted            Stock Unit Award, described below, subject to the terms and conditions in this Award            Agreement. This Award is granted pursuant to the Plan and its terms are incorporated by            reference.                           Award Type            Grant Date       Number of RSUs               Restricted Stock Units [date]          [number]                     2. Vesting of Restricted Stock Units. Subject to the provisions of Section 3, the RSUs will vest            (in whole shares, rounded down) in accordance with the schedule below:                            Installment Vesting Date Applicable to Installment                33 1/3%     1st anniversary of Grant Date                33 1/3%     2nd anniversary of Grant Date                33 1/3%     3rd anniversary of Grant Date                                                   





 






3. Termination of Employment or Service.          a.  General. Except as otherwise set forth in Sections 3 b., 3c. and 3d. below, if the Grantee         terminates all employment and service with the Company and its subsidiaries for any         reason (including upon a termination for Cause), any RSU that is not vested under the         schedule in Section 2 is forfeited as of the date of the Grantee’s termination of employment         and service.               b.  Retirement. If the Grantee retires from all employment and service with the Company         and its subsidiaries after reaching age 62 and completing 5 years of continuous service         (including prior service with IXYS Corporation) and is determined to be in good standing         at the time of the retirement, the unvested portion of the RSU shall vest pro-rata, based on         the Grantee’s continuous employment and service with the Company or any of its         subsidiaries completed from the Grant Date to the date of retirement (rounded down to the         nearest whole number so that no fractional shares will vest).               c.  Death or Disability. If the Grantee terminates all employment and service with the         Company and its subsidiaries as a result of death or Disability, the unvested portion of the         RSU shall vest pro-rata, based on the Grantee’s continuous employment and service with         the Company or any of its subsidiaries (including prior service with IXYS Corporation)         completed from the Grant Date to the date of termination (rounded down to the nearest         whole number so that no fractional shares will vest).              d.  Change in Control. In the event the Company or any of its subsidiaries terminates the         Grantee’s employment and service with the Company and its subsidiaries without Cause         within two years following a Change in Control, then the unvested portion of the RSU         shall become immediately vested.          The existence of Cause or good standing will be determined in the sole discretion of the Chief     Legal Officer of the Company (or, in the case of an RSU held by such officer, the Chief     Executive Officer of the Company). Also, the Committee may, in its sole discretion, choose to     accelerate the vesting of the Award in special circumstances.         4. Defined Terms. As used in this Award Agreement, the following terms have the following      meanings:            “Disability” means, unless otherwise provided in an employment, change of control or similar      agreement in effect between the Grantee and the Company or one of its subsidiaries,  the     Grantee is unable to engage in any substantial gainful activity by reason of any medically      determinable physical or mental impairment which can be expected to result in death or can be      expected to last for a continuous period of not less than 12 months; or, by reason of any      medically determinable physical or mental impairment which can be expected to result in death      or can be expected to last for a continuous period of not less than 12 months, receiving income      replacement benefits for a period of not less than 3 months under an accident and health plan      covering employees of the Company or one of its subsidiaries.                                                         2 





 






  “Change in Control” means the first of the following events to occur:    a) The acquisition by any one person or more than one person acting as a group (within the     meaning of Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), other than the Company,     any subsidiary, or any employee benefit plan (or related trust) sponsored or maintained by     the Company or any subsidiary, (a “Person”) of any of stock of the Company that, together     with stock held by such Person, constitutes more than 50% of the total fair market value or     total voting power of the stock of the Company.  For purposes of this Paragraph (a), the     following acquisitions shall not constitute a Change in Control: (i) the acquisition of     additional stock by a Person who is considered to own more than 50% of the total fair     market value or total voting power of the stock of the Company, (ii) any acquisition in     which the Company does not remain outstanding thereafter, and (iii) any acquisition     pursuant to a transaction which complies with Paragraph (c) below.  An increase in the     percentage of stock owned by any one Person as a result of a transaction in which the     Company acquires its stock in exchange for property will be treated as an acquisition of     stock for purposes of this Paragraph;       b) The replacement of individuals who constitute a majority of the Board of Directors of the     Company, during any twelve (12) month period, by directors whose appointment or     election is not endorsed by a majority of the Board of Directors of the Company before the     date of the appointment or election, provided that, if the Company is not the relevant     corporation for which no other corporation is a majority shareholder for purposes of     Treasury Regulation Section 1.409A-3(i)(5)(iv)(A)(2), this Paragraph (b) shall be applied     instead with respect to the members of the board of the directors of such relevant     corporation for which no other corporation is a majority shareholder;       c) The acquisition by any one person or more than one person acting as a group (within the     meaning of Treasury Regulation Section 1.409A-3(i)(5)(vi)(D)), other than the Company,     a subsidiary or any employee benefit plan (or related trust) sponsored or maintained by the     Company or any subsidiary, during the 12-month period ending on the date of the most     recent acquisition by such by such person or persons, of ownership of stock of the Company     possessing 30% or more of the total voting power of the stock of the Company.  For     purposes of this Paragraph (c), the following acquisitions shall not constitute a Change in     Control: (i) the acquisition of additional control by a person or more than one person acting     as a group who are considered to effectively control the Company within the meaning of     Treasury Regulation Section 1.409A-3(i)(5)(vi), and (ii) any acquisition pursuant to a     transaction which complies with Paragraph (a); or       d) The acquisition by any individual person or more than one person acting as a group (within     the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vii)(C)), other than a transfer     to a related person within the meaning of Treasury Regulation Section 1.409A-    3(i)(5)(vii)(B), during the 12-month period ending on the date of the most recent     acquisition by such by such person or persons, of assets from the Company that have a total     gross fair market value equal to or more than 40% of the total gross fair market value of all     of the assets of the Company immediately prior to such acquisition(s).  For purposes of this     Paragraph (d), “gross fair market value” means the value of the assets of the Company, or     the value of the assets being disposed of, determined without regard to any liabilities     associated with such assets.                                                   3 





 






   The above definition of “Change in Control” shall be interpreted by the Board of Directors of     the Company, in good faith, to apply in a similar manner to transactions involving partnerships     and partnership interests, and to comply with Code Section 409A.          Reorganization:  If the Company is part of any reorganization involving merger,     consolidation, acquisition of the stock or acquisition of the assets of the Company, the     Committee, in its discretion, may decide that:          a) any portion of the Award Agreement shall pertain to and apply, with appropriate        adjustment as determined by the Committee, to the securities of the resulting corporation;        and/or             b) any portion of the Award Agreement on which restrictions have not yet lapsed shall        become immediately fully vested, nonforfeitable and payable.       5. Delivery of Stock. As soon as reasonably practicable following each vesting date, the vested     RSUs shall be converted into Stock, or the equivalent value in cash, and delivered to the     Grantee, pursuant to Section 8.4 of the Plan; provided, such Stock or equivalent in cash shall     be delivered to the Grantee no later than 60 days following the applicable vesting date.      Fractional shares will not be paid.         6. Responsibility for Taxes and Withholding. The Grantee acknowledges that, regardless of     any action the Company or its subsidiary employing the Grantee (the “Employer”) takes with     respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on     account, or other tax-related items related to the Grantee’s participation in the Plan and legally     applicable to the Grantee (the “Tax-Related Items”), the ultimate liability for all Tax-Related     Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld     by the Company or the Employer. The Grantee further acknowledges that the Company and/or     the Employer: (i) make no representations or undertakings regarding the treatment of any Tax-    Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the     vesting of RSUs, the conversion of the RSUs into Stock or the receipt of an equivalent cash     payment, the subsequent sale of any Stock acquired at vesting and the receipt of any dividends     and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure     the terms of the grant or any aspect of the RSUs to reduce or eliminate the Grantee’s liability     for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become     subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant     taxable event, the Grantee acknowledges that the Company and/or the Employer (or former     employer, as applicable) may be required to withhold or account for Tax-Related Items in more     than one jurisdiction.          Prior to any relevant taxable or tax withholding event, as applicable, the Grantee shall pay, or     make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all     Tax-Related Items. In this regard, pursuant to Section 11 of the Plan, if permissible under local     law and subject to any restrictions provided by the Committee prior to the vesting of the RSUs,     the Grantee authorizes the Company or the Employer, or their respective agents, to withhold     whole shares of Stock to be issued upon vesting/settlement of the RSUs equal to all applicable     Tax-Related Items, rounded down to the nearest whole share (“net settlement”). Alternatively,     or in addition, subject to any restrictions provided by the Committee prior to the vesting of the     RSUs, the Grantee authorizes the Company and/or the Employer, or their respective agents, to     satisfy the obligations with regard to all Tax-Related Items by one or a combination of the     following: (i) withholding from the Grantee’s wages or other cash compensation payable to the                                   4 





 






    Grantee by the Company and/or the Employer; (ii) withholding from proceeds of the sale of      shares of Stock acquired upon vesting/settlement of the RSUs either through a voluntary sale      or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this      authorization); or (iii) personal check or other cash equivalent acceptable to the Company or      the Employer (as applicable).            Depending on the withholding method, the Company or the Employer may withhold or account      for Tax-Related Items by considering applicable minimum statutory withholding amounts or      such greater amounts not to exceed the maximum statutory rate necessary, in the applicable      jurisdiction, to satisfy federal, state, and local withholding tax requirements (but only if      withholding at a rate greater than the minimum statutory rate will not result in adverse financial      accounting consequences). In the event that the Company or the Employer withholds an amount      for Tax-Related Items that exceeds the maximum withholding amount under applicable law,      the Grantee shall receive a refund of such over-withheld amount in cash and shall have no      entitlement to an equivalent amount in Stock. If the obligation for Tax-Related Items is satisfied      by withholding a number of shares of Stock as described herein, for tax purposes, the Grantee      shall be deemed to have been issued the full number of shares of Stock subject to the Award,      notwithstanding that a number of the shares of Stock are held back solely for the purpose of      paying the Tax-Related Items due as a result of the Grantee’s participation in the Plan.          Finally, the Grantee shall pay to the Company or to the Employer any amount of Tax-Related     Items that the Company or the Employer may be required to withhold or account for as a result     of the Grantee’s participation in the Plan that cannot be satisfied by the means previously     described. The Company may refuse to issue or deliver shares or the proceeds of the sale of     shares of Stock if the Grantee fails to comply with his or her obligation in connection with the     Tax-Related Items.       7. Transferability. The RSUs are not transferable other than: (a) by will or by the laws of descent     and distribution; (b) pursuant to a domestic relations order; or (c) to members of the Grantee’s     immediate family, to trusts solely for the benefit of such immediate family members or to     partnerships in which family members and/or trusts are the only partners, all as provided under     the terms of the Plan. After any such transfer, the transferred RSUs shall remain subject to the     terms of the Plan.       8. Adjustment of Shares. In the event of any transaction described in Section 4.3 of the Plan, the     terms of this Award may be adjusted as set forth in Section 4.3 of the Plan.        9. Shareholder Rights. The grant of RSUs does not confer on the Grantee any rights as a     shareholder or any contractual or other rights of service or employment with the Company or     its subsidiaries. The Grantee will not have shareholder rights with respect to any shares of Stock     subject to an RSU until the RSU is vested and shares of Stock are delivered to the Grantee. No     adjustment shall be made for dividends, distributions or other rights for which the record date     is prior to such date, except as provided under the Plan.                                                         5 





 






10. Data Privacy. In order to perform its requirements under the Plan, the Company or one or     more of its subsidiaries may process sensitive personal data about the Grantee. Such data     includes but is not limited to the information provided in this Award package and any changes     thereto, other appropriate personal and financial data about the Grantee, and information about     the Grantee’s participation in the Plan and RSUs exercised under the Plan from time to time.     By accepting this Award Agreement, the Grantee hereby gives consent to the Company and its     subsidiaries to hold, process, use and transfer any personal data outside the country in which     the Grantee is employed and to the United States, and vice-versa. The legal persons for whom     the personal data is intended includes the Company and any of its subsidiaries, the outside plan     administrator as selected by the Company from time to time, and any other person that the     Company may find appropriate in its administration of the Plan. The Grantee may review and     correct any personal data by contacting the local Human Resources Representative. The     Grantee understands that the transfer of the information outlined herein is important to the     administration of the Plan and failure to consent to the transmission of such information may     limit or prohibit participation in the Plan.       11. Appendix. Notwithstanding any provisions in this Award Agreement, the grant of the RSUs     shall be subject to any special terms and conditions set forth in any appendix (or any     appendices) to this Award Agreement for the Grantee's country (the "Appendix"). Moreover,     if the Grantee relocates to one of the countries included in the Appendix, the special terms and     conditions for such country will apply to the Grantee, to the extent the Company determines     that the application of such terms and conditions is necessary or advisable in order to comply     with local law or facilitate the administration of the Plan. The Appendix constitutes part of this     Award Agreement.       12. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents     related to the RSU or other awards granted to the Grantee under the Plan by electronic means.     The Grantee hereby consents to receive such documents by electronic delivery and agrees to     participate in the Plan through an online or electronic system established and maintained by     the Company or a third party designated by the Company.     13. Severability. If one or more of the provisions in this Award Agreement shall be held invalid,     illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining     provisions shall not in any way be affected thereby and the invalid, illegal or unenforceable     provisions shall be deemed null and void; however, to the extent permissible by law, any     provisions which could be deemed null and void shall first be construed, interpreted or revised     retroactively to permit this Award Agreement to be construed so as to foster the intent of this     Award Agreement and the Plan.     14. Amendments. Except as otherwise provided in Section 15, this Award Agreement may be     amended only by a written agreement executed by the Company and the Grantee.      15. Section 409A. The RSUs are intended to comply with the requirements of Section 409A. The     Plan and this Award Agreement shall be administered and interpreted in a manner consistent     with this intent. If the Company determines that the RSUs fail to comply with the requirements     of Section 409A, the Company may, at the Company’s sole discretion, and without the     Grantee’s consent, amend this Award Agreement to cause the RSUs to comply with Section     409A.  Any payments under this Award shall be treated as separate payments for purposes of     Section 409A. For purposes of determining timing of payments, any references to retirement,     resignation, or termination of employment or service shall mean a “separation of service” as     defined in Section 409A, and any payment to a “specified employee” within the meaning of                                    6 





 






         Section 409A made on account of a separation from service shall be subject to a 6-month           specified employee delay to the extent required by Treasury Regulations Section 1.409A-          1(c)(3)(v) and shall not be paid until six months after the date of such separation from service,           and any amount of such payment that would otherwise be payable during such six month period           shall be paid at the end of such period.                   16. Governing Law. This Award Agreement shall be construed under the laws of the State of           Delaware.                    IN WITNESS WHEREOF, the Company has caused this Award Agreement to be executed in its  name and on its behalf, as of the Grant Date.                                                                                                   LITTELFUSE, INC.                                                                                                                                                                                                                                                                                                        By:_______________________                                                        Name:____________________                                                        Title:_____________________                                                      7