LITTELFUSE, INC. EQUITY INCENTIVE COMPENSATION PLAN STOCK OPTION AWARD AGREEMENT

Exhibit 10.2

LITTELFUSE, INC. EQUITY INCENTIVE COMPENSATION PLAN
STOCK OPTION AWARD AGREEMENT

Littelfuse, Inc. hereby grants you an option to purchase shares of Littelfuse, Inc. common stock (the “Option”) through the Littelfuse, Inc. Equity Incentive Compensation Plan (the “Plan”), as described herein.

Participant (“you”):                                         

Date of Grant:                                                             

Option Expiration Date: ___ 7 years from Date of Grant

Number of Shares subject to Option:                     

Option Exercise Price (per Share): $                     

Type of Option: ___Incentive Stock Option    ___Nonqualified Stock Option

Vesting Schedule: You may only exercise your Option to purchase shares during the period beginning on the date you “vest” in your Option and continuing until your Option expires or is otherwise forfeited. The vesting and forfeiture provisions that apply to your Option are described in detail in Section 11 of the Plan. In general, subject to certain accelerated vesting and forfeiture provisions, so long as you have not previously terminated employment with Littelfuse, Inc. and its affiliates, your Option will vest and become exercisable as follows:

Additional Terms : Your rights and duties and those of the Corporation under your Option are governed by the provisions of this Award Agreement, and the attached Terms and Conditions and Plan document, both of which are incorporated into this Award Agreement by reference. If there is any discrepancy between these documents, the Plan document will always govern.

Questions: If you have any questions regarding your Option, please see the enclosed Stock Option Terms and Conditions, or contact the Global Director, Compensation and Benefits.

LITTELFUSE, INC. EQUITY INCENTIVE COMPENSATION PLAN
STOCK OPTION TERMS AND CONDITIONS

This document is intended to provide you some background on Littelfuse’s stock option program and to help you better understand the terms and conditions of the stock option (the “Option”) granted to you under the Littelfuse, Inc. Equity Incentive Compensation Plan (the “Plan”). References in this document to “our,” “us,” “we,” and the “Corporation” are intended to refer to Littelfuse, Inc.

Background

1. How are stock option recipients chosen?

Under our current process, recipients represent executives and a very limited group of associates who are nominated by their VP to receive a stock option grant. In the case of executives, the Compensation Committee of our Board of Directors (“Committee”) reviews the nominations and makes a recommendation to our Board of Directors. In the case of other associates, the Executive Team reviews the nominations and makes a recommendation to our Board of Directors.

2. What is the value of my Option?

The value of the Option, to you, is the difference between the “purchase price” (as described below in Question 7) and the market price on the date you sell the Option.

Note that, under the tax laws of most countries, the difference between the “purchase price” and the market price will be considered income to you at the time you exercise the Option. We recommend that you consult your personal tax advisor to discuss your potential tax consequences prior to your exercise of your Option.

3. Who keeps track of my Option grant and vesting?

We have worked with the financial services firm of Merrill Lynch to provide you with an on-line program to track the value of and exercise your Options and to trade your vested shares.

Terms and Conditions

4. When may I exercise my Option?

You can exercise all or a portion of your Option to purchase stock of the Corporation on any date on or after the vesting date and before it expires. Your Option vests over a four-year period from date of grant, as described in your Award Agreement. The Plan provides for earlier vesting dates upon specific events, such as your death, disability, and certain corporate transactions.

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

You can not exercise your Option after it expires.

5. When does my Option expire?

Your Option normally expires on the 7 ^th anniversary of the date it was granted to you. Your Option may expire on an earlier date if you separate from service:

Your Option will be forfeited, regardless of its vested status, if you violate our policies regarding non-competition, non-solicitation, or confidentiality, as described in Question 13 below and in Sections 11.3 and 11.4 of the Plan. If forfeiture occurs, you may be obligated to repay us all or a portion of the value of any part of your Option that you already exercised.

6. How do I exercise my Option?

You may exercise all or any portion of your Option by delivering a written Notice of Exercise to us no earlier than 30 days and no later than 10 days prior to your desired exercise date. You can obtain this form from the Global Director, Compensation and Benefits. At the time you deliver your Notice of Exercise, you must also provide us with full payment of the exercise price for the shares being purchased or deliver irrevocable instructions to a broker to promptly deliver to us the amount of