<PAGE>
EXHIBIT 99.5
FORM OF
STOCK OPTION AWARD AGREEMENT
UNDER THE
LITTELFUSE, INC. OUTSIDE DIRECTORS' EQUITY PLAN
TO: ______________
To
encourage your continued service as a member of the Board of
Directors
of Littelfuse, Inc. (the "Company"), you (the "Optionee") have been
granted this
stock option award (the "Award") pursuant to the Littelfuse, Inc.
Outside
Directors' Equity Plan (the "Plan"), a copy of which has been made
available to
you. The Award gives you certain rights to purchase shares of the
common stock,
$.01 par value (the "Common Stock"), of the Company (the "Option"),
subject to
the provisions of this agreement (this "Agreement") and the
Plan.
The
terms of the Award are as set forth in this Agreement and in the
Plan.
The Plan is incorporated into this Agreement by reference, which
means that this
Agreement is limited by and subject to the terms and provisions of
the Plan. In
the event of a conflict between the terms of this Agreement and the
terms of the
Plan, the terms of the Plan shall control. Capitalized terms that
are used but
not defined in this Agreement have the meanings given to them in
the Plan. The
terms of the Award are as follows:
1.
Grant Date: ________________, 20__ ("Grant Date")
2.
Number of Shares of Common Stock Subject to Option:
________________
3.
Exercise Price Per Share: $____________
4.
Option Expiration Date: ______________________
5.
Vesting Schedule: The Option will vest according to the
following
schedule:
<TABLE>
<CAPTION>
PERIOD OF OPTIONEE'S CONTINUOUS
SERVICE FROM THE
PERCENT OF OPTION THAT
GRANT DATE
BECOMES VESTED
------------------------------- ----------------------
<S>
<C>
1 Year
33 1/3%
2 Years
33
1/3%
3 Years
33 1/3%
</TABLE>
6.
Exercise of Option. Subject to the terms of the Plan and this
Agreement,
the Option may be exercised by you with respect to (i) one-third
(1/3rd) of the
shares of Common Stock covered by the Option during the six (6)
year period
commencing one (1) year following the Grant Date; (ii) an
additional one-third
(1/3rd) of the shares of Common Stock covered by the Option during
the five (5)
year period commencing two (2) years following the Grant Date; and
(iii) an
additional one-third (1/3rd) of the shares of Common Stock covered
by the Option
during the four (4) year period commencing three (3) years
following the Grant
Date. The Option shall
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be exercised by delivery of written notice to the Corporation
stating the number
of shares of Common Stock with respect to which the Option is being
exercised,
together with full payment of the purchase price therefor. Payment
may be made
in cash or in such other form or combination of forms permitted by
the Plan as
shall be acceptable to the Committee.
7.
Termination of Membership on Board. The following provisions
shall
govern the extent to which the Option shall vest and, if
applicable, the period
for which the Option remains exercisable, if your membership on the
Board is
terminated before the Option would otherwise have vested:
(a) Death, Disability or Change in Control. In the event that
your
membership on the Board terminates by reason of death or
Disability, or
following a Change in Control, the Option shall immediately become
fully
vested and shall remain exercisable until the earlier of (i) the
remainder
of
the term of the Option, or (ii) three months (or twelve months in
the
case
of death) from the date of such termination. In the case of
your
death, your beneficiary or estate may exercise the Option.
(b) Termination after Five Years of Service. In the event that
your
membership on the Board terminates after you have served as a
member of the
Board for at least five years (other than by removal from the Board
for
cause, as determined by the Board), the Option shall immediately
become
fully vested and shall remain exercisable until the earlier of (i)
the
remainder of the term
of the Option, or (ii) twelve months from the date of
such
termination.
(c) Other Termination. In the event that your membership on the
Board
terminates prior to a Change in Control for any reason other than
death or
Disability and you have not theretofore served as a member of the
Board for
at
least five years, the Option, to the extent vested on the date of
the
termination, shall remain exercisable until the earlier of (i)
the
remainder of the term of the Option, or (ii) three months from the
date of
such
termination. In such circumstance, the Option shall only be
exercisable to the extent that it was exercisable as of such
termination
date
and shall not be exercisable with respect to any additional
shares.
8.
Assignment or Transfer. The Option may not be assigned or
transferred
except by will or by the laws of d
