EXHIBIT 99.4
LITTELFUSE, INC.
OUTSIDE DIRECTORS' EQUITY PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
TO: [NAME OF DIRECTOR]
To encourage your continued service as a member of the Board of Directors
of Littelfuse, Inc. (the "Company"), you (the "Participant") have been granted
this restricted stock unit 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 the right to receive shares of the common
stock, $.01 par value (the "Common Stock"), of the Company (the "Restricted
Stock Units"), 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__
2. Number of Restricted Stock Units Subject to This Award: ________
3. Vesting Schedule: The Restricted Stock Units will vest according to the
following schedule:
VESTING DATE PERCENTAGE OF AWARD
------------ -------------------
1 Year 33 1/3%
2 Years 33 1/3%
3 Years 33 1/3%
4. Vesting of Restricted Stock Units and Issuance of Shares. Upon each
vesting of the Restricted Stock Units (a "Vesting Event") one share of Common
Stock shall be issuable for each Restricted Stock Unit that vests on such date
(the "Shares"), subject to the terms and provisions of the Plan and this
Agreement. The Shares shall be issued, and the Company will deliver stock
certificates representing the Shares, to you within fifteen (15) days after each
Vesting Event. No fractional shares shall be issued under this Agreement.
5. Deferral Election. If you have timely filed a deferral election on
which you have elected to defer receipt of the Shares granted to you under this
Agreement, the issuance of the Shares as described in Section 4 shall be delayed
until your elected distribution event(s). It is intended that any deferral
election made by you comply in all respects with the requirements of Section
409A(a) of the Code.
6. Termination of Service Prior to Full Vesting. Except as provided in
Section 12 hereof, any unvested Restricted Stock Units will terminate
automatically and be forfeited to the Company immediately and without further
notice upon termination of your service as a director of the Company for any
reason. No Shares shall be issued or issuable with respect to any such portion
of the Restricted Stock Units that terminate unvested and are forfeited.
7. No Stockholder Rights. During any period in which Restricted Stock
Units are outstanding and have not been settled in Common Stock, you shall not
have the rights of a stockholder with respect to any shares of Common Stock
issuable in connection with the Restricted Stock Units, such as the right to
vote shares or the right to receive dividends on shares, but you shall have the
right to receive a payment from the Company on each Restricted Stock Unit in
lieu of a dividend in an amount equal to the dividend paid on a share of Common
Stock at such times as such dividends on shares of Common Stock are paid.
8. Taxes. You are ultimately liable and responsible for all taxes owed in
connection with the Award, the Restricted Stock Units and the Shares. The
Company does not commit and is under no obligation to structure the Award to
reduce or eliminate your tax liability. The Company may refuse to issue any
Shares to you until you satisfy any applicable withholding tax obligations. To
the maximum extent permitted by law, the Company has the right to retain without
notice Shares or cash having a value sufficient to satisfy any such tax
withholding obligations from any Shares issuable under the Award or from any
compensation payable to you.
9. Registration. The Company currently has an effective registration
statement on file with the Securities and Exchange Commission with respect to
the shares of Common Stock subject to the Award. The Company intends to maintain
this registration but has no obligation to do so. If the registration ceases to
be effective, you will not be able to transfer or sell Shares issued to you
pursuant to the Award unless an exemption from registration under applicable
securities laws is available. Such exemptions from registration are very limited
and might be unavailable. You agree that any resale by you of any Shares issued
pursuant to the Award shall comply in all respects with the requirements of all
applicable securities laws, rules and regulations and any other law, rule or
regulation applicable thereto, as such laws, rules, and regulations may be
amended from time to time. The Company shall not be obligated to issue the
Shares or permit the resale of any Shares if such issuance or resale would
violate any such requirements.
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10. Limitation on Rights; No Right to Future Grants. By entering into this
Agreement and accepting the Award, you acknowledge that: (a) the Plan is
discretionary and may be modified, suspended or terminated by the Company at any
time as provided in the Plan; (b) the grant of the Award is a one-time benefit
and does not create any contractual or other right to receive future grants of
awards or benefits in lieu of awards; (c) all determinations with respect to any
such future grants, including, but not limited to, the times when awards will be
granted, the number of shares subject to each award, the award price, if any,
and the time or times when each award will be settled, will be at the sole
discretion of the Company; (d) your participation in the Plan is voluntary; (e)
the Award is not part of normal or expected compensation for any purpose; (f)
the future value of the Common Stock subject to the Award is unknown and cannot
be predicted with certainty; and (g) neither the Plan, the Award nor the
issuance of the Shares confers upon you any right to continue as a director of
the Company or any Subsidiary.
11. Change in Capitalization. In the event of a change in the
capitalization of the Company due to a stock split, stock dividend,
recapitalization, reclassification, merger, consolidation, combination or
similar event, the aggregate Restricted Stock Units subject to the Award and the
terms of the Award shall be appropriately adjusted by the Board of Directors of
the Company to reflect such change; provided, however, that no such adjustment
shall be made if it would cause the Award, the Restricted Stock Units or the
Shares to fail to meet the requirements of Section 409A(a) of the Code or cause
the Award, the Restricted Stock Units or the Shares not to be operated in
accordance with such requirements.
12. Accelerated Vesting. If while any of your Restricted Stock Units
remain unvested you should die, become disabled, a Change in Control occurs or
you cease serving as a director of the Company after you have served as a
director of the Company for at least five years, all unvested Restricted Stock
Units shall become fully vested on the date of your death, your becoming
disabled, the Change in Control or your ceasing to be a director of the Company
after you have served as a director of the Company for at least five years. As
used herein, the term "disabled" shall have the same meaning as that term has
under Section 409A of the Code and the term "Change in Control" shall have the
same meaning as the phrase "a change in ownership or effective control of the
[Company], or in the ownership of a substantial portion of the assets of the
[Company]" has under Section 409A(a)(2)(A)(v) of the Code.
13. No Assignment. Neither the Award nor the Restricted Stock Units shall
be sold, assigned, transferred, pledged or otherwise encumbered.
14. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, USA, excluding any conflicts
or choice of law rule or principle that might otherwise refer constuction or
interpretation of this Agreement to the statutory or common law or another
jurisdiction.
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15. Execution of Award Agreement. Please acknowledge your acceptance of
the terms and conditions of the Award by signing a copy of this Agreement and
returning it to the Company.
Dated: ____________
Very truly yours,
Littelfuse, Inc.
By ____________________________________
[AUTHORIZED OFFICER]
AGREED AND ACCEPTED:
_______________________________________
Print Name: ___________________________
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