EXHIBIT 10.1 1993 STOCK PLAN FOR EMPLOYEES AND DIRECTORS OF LITTELFUSE, INC.

 

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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.

 

 

 

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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

         releas