Exhibit 10.3
CHANGE OF CONTROL AGREEMENT
For
GREG HENDERSON
THIS AGREEMENT is made effective as of the 10th day of February 2025, by and between LITTELFUSE, INC., a Delaware corporation (the “Company”), and the executive named above (the “Executive”).
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company (the “Board”)
has determined that it is in the best interests of the Company and its stockholders to provide the Executive with certain protections against the uncertainties usually created by a Change of Control; and
WHEREAS, the Board wishes to better enable the Executive to devote his or her full time, attention and energy to the business of the Company and its Affiliated Companies prior to and after a Change
of Control, thereby benefiting the Company and its stockholders;
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Company and the Executive
hereby agree as follows:
CHANGE OF CONTROL BENEFITS
Section 1. Certain Definitions.
(a) “Affiliated Companies” shall mean any
company controlled by, controlling or under common control with the Company.
(b) “Change of Control” shall mean:
(i) 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 or any
employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliated Company, (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 (i), the
following acquisitions shall not constitute a Change of Control: (A) 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, (B) any
acquisition pursuant to a transaction which complies with paragraph (iii) or (C) any acquisition of the Company’s assets pursuant to a transaction which complies with paragraph (iv). 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;
(ii) The replacement of individuals who as of the date hereof constitute a majority of the Board, during any twelve (12) month period, by directors whose appointment or election is not
endorsed by a majority of the Board 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)(vi)(A)(2), this paragraph (ii) 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;
(iii) 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 or any
employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliated Company, during the 12-month period ending on the date of the most recent acquisition 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 (iii), the following acquisitions shall not constitute a Change of Control: (A) 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) or (B) any acquisition pursuant to a transaction which complies with paragraph (i); or
(iv) The acquisition by any 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 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 (iv), “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.
This definition of “Change of Control” shall be interpreted by the Board, in good faith, to apply in a similar manner to transactions involving partnerships and partnership interests, and to comply with Section 409A.
(c) “Change of Control Period” shall mean the
period commencing on February 10, 2025 and ending on February 10, 2028.
(d) “Effective Date” shall mean the first date
during the Change of Control Period on which a Change of Control occurs. Notwithstanding anything to the contrary contained in this Agreement, if a Change of Control occurs and if the Executive Separates from Service without Cause with the Company
and its Affiliated Companies within 180 days prior to the date on which the Change of Control occurs, and if the Board determines, in its reasonable discretion and after considering any evidence submitted in writing by the Executive, that such
Separation from Service (i) was at the direct or indirect request of a third party who theretofore had taken any steps intended to effect a Change of Control, or (ii) otherwise arose in connection with or in anticipation of a Change of Control,
then for all purposes of this Agreement the “Effective Date” shall mean the date immediately prior to the
date of such Separation from Service. Any such Board determination shall be made within 10 business days following the later of the Executive’s Separation from Service or the date of the Change of Control.
(e) “Section 409A” shall mean Section 409A of the
Internal Revenue Code and treasury regulations and official guidance issued thereunder from time to time.
(f) “Separation from Service,” “Termination of Service” and words of similar import shall have the same meaning as “separation from service” as defined by Section 409A. By way of
illustration, and without limiting the generality of the foregoing, the following principles shall apply:
(i) The Executive shall not be considered to have Separated from Service so long as the Executive is on military leave, sick leave, or other bona fide leave of
absence if the period of such leave does not exceed 6 months, or if longer, so long as the Executive retains a right to return to service with the Company or its Affiliated Companies under an applicable statute or by contract;
(ii) Regardless of whether the Executive has formally Separated from Service, the Executive will be considered to have Separated from Service as of the date it is
reasonably anticipated that no further services will be performed by the Executive for the Company or its Affiliated Companies, or that the level of bona fide services the Executive will perform after such date will permanently decrease to no more
than 20% of the average level of bona fide services performed over the immediately preceding 36-month period. For purposes of the preceding test, during any paid leave of absence the Executive shall be considered to have been performing services at
the level commensurate with the amount of compensation received, and unpaid leaves of absence shall be disregarded; and
(iii) For purposes of determining whether the Executive has Separated from Service, all services provided for the Company or its Affiliated Companies, or for any other
entity that is part of a controlled group that includes the Company as defined in Section 414(b) or (c) of the Internal Revenue Code (“Code”), shall be taken into account, whether provided as an employee or as a consultant or other independent contractor; provided that the Executive shall not be considered
to have not Separated from Service solely by reason of service as a non-employee director of the Company or any other such entity.
(g) “Service Period” shall mean the period
commencing on the Effective Date and ending on the second anniversary of such date.
Section 2. Service Period. The Company hereby agrees that it or one or more of its Affiliated Companies or successors will continue to
retain the services of the Executive, and the Executive hereby agrees to provide services to the Company or one or more of its Affiliated Companies or successors, subject to the following terms and conditions of this Agreement, for the Service
Period:
(a) Position and Duties During the Service Period.
(i) (A) The Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in
all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Executive’s services shall be performed at the principal worksite
location where the Executive was providing services to the Company or its Affiliated Companies immediately preceding the Effective Date or any office or location less than 20 miles from such location; and
(ii) Excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal
business hours to the business and affairs of the Company and its Affiliated Companies and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform
faithfully and efficiently such responsibilities. During the Service Period, it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking
engagements or teach at educational institutions, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee or service provider of the
Company and its Affiliated Companies in accordance with this Agreement.
(b) Compensation. During the Service Period, the Executive shall receive:
(i) Base Salary. An annual base salary (the “Annual Base Salary”), which shall be paid at a monthly rate, equal to at least 12 times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company
and its Affiliated Companies during the twelve-month period immediately preceding the calendar month in which the Effective Date occurs. During the Service Period, the Annual Base Salary shall be reviewed no more than 12 months after the last
salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base
Salary shall not be reduced after any such increase and the term ‘Annual Base Salary’ as used in this Agreement shall refer to Annual Base Salary as so increased.
(ii) Annual Bonus. For each fiscal year ending during the Service Period, an annual bonus in cash at least equal to the greater of: (A) the average of the
Executive’s annual bonuses paid (including any bonus which has been earned but deferred) under the Company’s Annual Incentive Plan or any successor plan (such plan(s) hereinafter collectively referred to as the “Bonus Plan”) for the last 3 full fiscal years prior to the Effective Date; or (B) the Executive’s target annual bonus under the Bonus Plan for the
fiscal year in which the Effective Date occurs. Each such annual bonus shall be paid following the fiscal year for which such annual bonus is awarded but no later than the 15th
day of the 3rd month of such following fiscal year, unless the Executive shall elect to defer the receipt of such annual bonus. Any such deferral election shall be
made not later than the first day of the fiscal year for which the annual bonus is paid, and shall be made in accordance with policies adopted by the Company in compliance with Section 409A.
(iii) Incentive, Savings and Retirement Plans. Participation in all incentive, savings and retirement plans, practices,
policies and programs applicable generally to other peer executives of the Company and its Affiliated Companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with
respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most
favorable of those provided by the Company and its Affiliated Companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or if more
favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its Affiliated Companies.
(iv) Welfare Benefit Plans. Eligibility for participation of the Executive and/or the Executive’s immediate family, as
the case may be, in benefits under welfare benefit plans, practices, policies and programs provided by the Company and its Affiliated Companies (including, without limitation, medical, prescription, dental, disability, employee life, group life,
accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its Affiliated Companies. In the event such plans, practices, policies and programs are not
reasonably able to provide the Executive with coverage or provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any
time during the 120- day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its Affiliated Companies,
then the Company shall provide individual insurance policies and/or reimburse the Executive, on at least a monthly basis, to cover any post-tax difference in the benefits received by the Executive.
(v) Expenses. Prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures
of the Company and its Affiliated Companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and to the extent that any resulting change in
reimbursement or payment dates would comply with Section 409A, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliated Companies.
(vi) Fringe Benefits. Fringe benefits, including, without limitation, tax and financial planning services, payment of
club dues, and, if applicable, use of an automobile and payment of related expenses, in accordance with the most favorable plans, practices, programs and policies of the Company and its Affiliated Companies in effect for the Executive at any time
during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and to the extent that any resulting change in reimbursement or payment dates would comply with Section 409A, as in effect generally at any
time thereafter with respect to other peer executives of the Company and its Affiliated Companies.
(vii) Office and Support Staff. An office or offices of a size and with furnishings and other appointments, and exclusive personal secretarial and other
assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and its Affiliated Companies at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the
Executive and to the extent that any resulting change in reimbursement or payment dates would comply with Section 409A, as provided generally at any time thereafter with respect to other peer executives of the Company and its Affiliated Companies.
(viii) Vacation. Paid vacation in accordance with the most favorable plans, policies, programs and practices of the
Company and its Affiliated Companies as in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to
other peer executives of the Company and its affiliated companies.
The requirements of paragraphs (iii) through (viii) above shall not apply to the extent prohibited by applicable law or to the extent such provision would cause the applicable
plan, practice, policy, or program to fail nondiscrimination or coverage tests imposed thereon by applicable law.
Section 3. Separation from Service.
(a) Disability. If the Company determines in good faith that the Disability of the Executive has occurred during the Service Period (pursuant to the
definition of Disability set forth below), it may terminate the Executive’s service with the Company and its Affiliated Companies effective upon the date the Company provides written notice to the Executive. For purposes of this Agreement, “Disability” shall mean the Executive 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 its Affiliated Companies.
(b) Cause. The Company may terminate the Executive’s service with the Company and its Affiliated Companies during the Service Period for Cause. For
purposes of this Agreement, “Cause” shall mean:
(i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company and its Affiliated Companies (other than any
such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that the
Executive has not substantially performed the Executive’s duties and such failure is not cured within 60 calendar days after receipt of such written demand; or
(ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company or its Affiliated
Companies.
For purposes of this provision, any act or failure to act on the part of the Executive in violation or contravention of any order, resolution or directive of the Board shall be considered “willful”
unless such order, resolution or directive is illegal or in violation of the certificate of incorporation or by-laws of the Company; provided, however, that no other act or failure to act on the part of the
Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company and its Affiliated
Companies. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of outside counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by
the Executive in good faith and in the best interests of the Company and its Affiliated Companies.
The Separation from Service of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters (¾) of the entire membership of the Board (other than the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive
is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in paragraph (i) or (ii) above, and specifying the particulars
thereof in detail.
(c) Good Reason. The Executive’s service with the Company and its Affiliated Companies may be terminated by the Executive for Good Reason. For
purposes of this Agreement, “Good Reason” shall mean:
(i) the Executive is not elected to, or is removed from, any elected office of the Company which the Executive held immediately prior to the Effective Date;
(ii) the assignment to the Executive of any duties materially inconsistent in any respect with the Executive’s position, authority, duties or responsibilities as
contemplated by Subsection 2(a)(i) hereof, or any other action by the Company or its Affiliated Companies which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial
and inadvertent action not taken in bad faith and which is remedied by the Company or its Affiliated Company (as applicable) promptly after receipt of notice thereof given by the Executive;
(iii) any failure by the Company or its Affiliated Companies to comply with any of the provisions of this Agreement, other than an isolated, insubstantial and inadvertent
failure not occurring in bad faith and which is remedied by the Company or its Affiliated Company (as applicable) promptly after receipt of notice thereof given by the Executive;
(iv) the Company or its Affiliated Companies requiring the Executive to travel on Company or its Affiliated Companies business to a substantially greater extent than
required immediately prior to the Effective Date; or
(v) any purported termination by the Company of the Executive’s service with the Company and its Affiliated Companies other than as expressly permitted by this
Agreement.
For purposes of this Subsection 3(c), a good faith determination of “Good Reason” made by the Executive shall be conclusive.
(d) Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party given in accordance with Section 11. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Executive’s service under the provision so indicated, and (iii) specifies the termination date. To qualify as “Good Reason,” the Executive must provide such notice within 90 days following the initial
existence of the condition described in Subsections 3(c)(i) through (v) above, upon notice of which the Company or its Affiliated Company (as applicable) shall have 30 days during which it may remedy the condition, in which case “Good Reason” shall
not exist.
The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of
the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.
Section 4. Obligations of the Company upon Separation during the
Service Period.
(a) Good Reason; Other Than for Cause, Death or Disability. If, during the Service Period, the Company causes the Executive to Separate from Service
other than for Cause or Disability, or the Executive shall voluntarily Separate from Service for Good Reason as described in Subsection 3(c), the Company shall pay to the Executive the amounts set forth below:
(i) The sum of the following (“Accrued Obligations”):
(A) the Executive’s Annual Base Salary through the Separation from Service to the extent not theretofore paid, payable on the next regularly scheduled payroll date (or such
earlier date as required by law),
(B) an amount equal to the greatest of the Executive’s target annual bonus under the Bonus Plan for the fiscal year in which the Separation from Service occurs (“Target Bonus”), the Executive’s annual bonus under the Bonus Plan for the current fiscal year based on
performance through date of separation, or the Executive’s average annual bonus under the Bonus Plan for the last 3 fiscal years ending prior to the Separation from Service (“Average Annual Bonus”), multiplied by a fraction, the numerator of which is the number of days in the fiscal year through the Separation from Service, and the denominator of
which is 365, payable in a lump sum on the 30th day following the Separation from Service,
(C) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), paid in accordance with the Executive’s deferral
elections in effect under any such deferral program, plus
(D) any accrued but unpaid vacation pay, paid in a lump sum on the 30th day following the Separation from Service (or such earlier date as required by law).
(ii) A lump sum payment, payable on the 30th day following the Separation from Service equal to the product of (A) three multiplied by (B) the sum of the Executive’s
Annual Base Salary plus the greater of the Executive’s Average Annual Bonus or Target Bonus.
(iii) Reimbursement for the additional premium costs incurred by the Executive, in excess of the active employee rate for the Executive’s peer group, to continue group
medical coverage for the Executive and/or the Executive’s family under Section 4980B of the Code and applicable state laws (“COBRA”) for the maximum period of time as permitted by law. The
Executive shall submit to the Company satisfactory evidence of premium costs incurred within 30 days following the date such costs were incurred. Within 30 days following receipt of such evidence, the Company shall pay to the Executive such
reimbursement, plus additional severance pay in an amount such that the net amount of such reimbursement and additional severance pay, after all applicable tax withholding, equals the difference between the full COBRA premium and the premium
charged to active employees in Executive’s peer group. Following the end of COBRA coverage, the Company shall reimburse the Executive for the additional premium costs incurred by the Executive, in excess of the former employee COBRA rate for the
Executive’s peer group, for the purchase of an individual insurance policy providing medical coverage to the Executive and/or the Executive’s family which is substantially similar to the coverage provided by the Company’s group medical plan. In no
event shall the combined period of reimbursable coverage under COBRA and any individual insurance policy exceed three years from Separation from Service.
(iv) For a period of up to three years after the Separation from Service, monthly outplacement services at reasonable levels as provided to peer executives of the Company
or the applicable Affiliated Company, for the purpose of assisting the Executive to seek a new position; provided, however, that the Company shall have no further obligations to provide such outplacement
services once the Executive has accepted a position with any third party.
(v) Notwithstanding anything to the contrary set forth in any stock option plans pursuant to which the Executive has been granted any stock options or other rights to
acquire securities of the Company or its Affiliates, as defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 (the “Plans”), any option or right granted to the Executive under any of the Plans shall be exercisable by the Executive until the later of 12 months after the Separation from Service, or such
longer period as is provided in the option’s or right’s grant agreement; provided, however, that no option or right shall be exercisable beyond its original expiration date provided under its grant agreement.
(vi) To the extent not theretofore paid or provided, any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any
plan, program, policy or practice or contract or agreement of the Company and its Affiliated Companies (such other amounts and benefits shall hereinafter be referred to collectively as the “Other Benefits”).
(vii) Notwithstanding anything to the contrary contained in any employment agreement, benefit plan or other document, in the event the Executive incurs a Separation from
Service during the Service Period by the Executive for Good Reason or by the Company other than for Cause or Disability, on and after the Separation from Service the Executive shall not be bound or prejudiced by any non-competition agreement
benefiting the Company or its Affiliated Companies.
(b) Death. If the Executive dies during the Service Period, this Agreement shall terminate without further obligations by the Company to the
Executive’s legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable,
at the time and in the form as provided in Subsection 4(a)(i) above. With respect to the provision of Other Benefits, the term “Other Benefits” as utilized in this paragraph shall include, without limitation, and the Executive’s estate and/or
beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and its Affiliated Companies to the estates and beneficiaries of peer executives of the Company and such Affiliated Companies
under such plans, programs, practices and policies relating to death benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any time during the 120-day period immediately preceding the Effective Date.
(c) Disability. If the Company causes the Executive to Separate from Service by reason of the Executive’s Disability during the Service Period as
set forth in Subsection 3(a), this Agreement shall terminate without further obligations by the Company to the Executive under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits.
Accrued Obligations shall be paid to the Executive at the time and in the form provided in Subsection 4(a)(i). With respect to the provision of Other Benefits, the term “Other Benefits” as utilized in this paragraph shall include, and the
Executive shall be entitled after the Executive’s Separation from Service to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its Affiliated Companies to disabled executives
and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 120-day period immediately
preceding the Effective Date.
(d) Cause; Other than for Good Reason. If the Company causes the Executive to Separate from Service for Cause during the Service Period as
described in Subsection 3(b), this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (i) his or her Annual Base Salary through the Separation from Service, payable on the next
regularly scheduled payroll date (or such earlier date as required by law), (ii) the amount of any compensation previously deferred by the Executive (which shall be paid at the time and in the form it would otherwise have been paid had this
Agreement not applied), and (iii) Other Benefits, in each case to the extent theretofore unpaid and at the times provided in the applicable plan or agreement. If the Executive voluntarily Separates from Service during the Service Period, excluding
a Separation from Service for Good Reason as described in Subsection 3(c), this Agreement shall terminate without further obligations of the Company to the Executive under this Agreement, other than for payment of Accrued Obligations and the timely
payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive at the time and in the form provided in Subsection 4(a)(i) and the Company shall timely pay or provide the Other Benefits to the Executive.
In no event shall the Executive be liable to the Company or its Affiliated Companies for any damages caused by such voluntary Separation from Service by the Executive nor shall the Executive be in any way restricted from providing service to any
other party after such voluntary Separation from Service.
Section 5. Section 409A Payment Limits; Clawback Rights.
(a) To the maximum extent possible, the provisions of this Agreement shall be construed in such a manner that no amounts payable to the Executive are subject to the additional tax and
interest provided in Section 409A(a)(1)(B). In no event whatsoever shall the Company or its Affiliated Companies be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A or any damages for failing
to comply with Section 409A. If any payment (whether cash or in-kind), including but not limited to reimbursements and Other Benefits, would constitute a “deferral of compensation” under Section 409A and a payment date that complies with Section
409A(a)(2) is not otherwise provided for such benefit either in this Agreement or a Company or its Affiliated Companies program or policy, then such payment shall be made not later than 2 ½ months after the end of the calendar year in which the
payment is no longer subject to a substantial risk of forfeiture. Any receipts or other proof of expenses (if required) shall be submitted to the Company by the Executive no later than one month after the end of the calendar year in which the
payment is no longer subject to a substantial risk of forfeiture.
(b) Notwithstanding any provision in this Agreement to the contrary, if at the time of Separation from Service the Executive is a “specified employee” within the meaning of Section 409A, any
cash or in-kind payments which constitute a “deferral of compensation” under Section 409A and which would otherwise become due under this Agreement during the first 6 months (or such longer period as required by Section 409A) after Separation from
Service shall be delayed and all such delayed payments shall be paid in full in the 7th month after the Separation from Service, and all subsequent payments shall be paid in accordance with their original payment schedule. To the extent that any
insurance premiums or other benefit contributions constituting a “deferral of compensation” become subject to the above delay, the Executive shall be responsible for paying such amounts directly to the insurer or other third party and shall receive
reimbursement from the Company for such amounts in the 7th month as described above. The above specified employee delay shall not apply to any payments that are excepted from coverage by Section 409A, such as those payments covered by the
short-term deferral exception described in Treasury Regulations Section 1.409A-1(b)(4).
(c) The Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may
the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered a “deferral of compensation.”
(d) The Executive agrees to repay any compensation paid or otherwise made available to the Executive under this Agreement or any prior employment agreement to the extent that such
compensation is subject to recovery under any applicable law or regulation, any rule of any stock exchange or service through which the securities of the Company are then traded, or any compensation recovery, “clawback,” or recoupment policy of the
Company applicable to similarly-situated executives of the Company (as may be amended from time to time and as may hereafter be adopted). The Executive agrees to return promptly any such compensation identified by the Company by written notice
provided pursuant to Section 11. If the Executive fails to return such compensation promptly, the Executive agrees that the amount of such compensation may be automatically deducted from any and all compensation owed to the Executive by the Company
or its Affiliated Companies as an advancement of wages and that the Executive’s execution of this Agreement represents his or her acknowledgment and agreement to such deduction. The Executive acknowledges the rights of the Company and its
Affiliated Companies to engage in any legal or equitable action or proceeding in order to enforce the provisions of this Subsection 5(d). The provisions of this Subsection 5(d) shall be modified to the extent, and remain in effect for the period,
required by applicable law.
Section 6. Nonexclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future
participation in any plan, program, policy or practice provided by the Company or any of its Affiliated Companies and for which the Executive may qualify, nor, subject to Subsection 11(f), shall anything herein limit or otherwise affect such rights
as the Executive may have under any contract or agreement with the Company or any of its Affiliated Companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of
or any contract or agreement with the Company or any of its Affiliated Companies at or subsequent to his or her Separation from Service shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as
explicitly modified by this Agreement.
Section 7. Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform
its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company or its Affiliated Companies may have against the Executive or others other than the Clawback Rights
described in Subsection 5(d) above. In no event shall the Executive be obligated to seek another position or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such
amounts shall not be reduced whether or not the Executive obtains another position. To the extent that any amount due hereunder has become subject to a bona fide dispute, payment of such amount may be delayed until no later than the end of the
first taxable year of the Executive in which the Company and the Executive enter into a legally binding settlement of such dispute, the Company concedes that the amount is payable, or the Company is required to make such payment pursuant to a final
and nonappealable judgment or other binding decision, as set forth in Treasury Regulation Section 1.409A-3(g), and any such payment shall include interest on such delayed amount from the original due date thereof until paid at the prime rate from
time to time reported in The Wall Street Journal during said period, plus, to the fullest extent permitted by law, the amount of all legal fees and expenses which the Executive reasonably incurs as a result of any contest by the Company, the
Executive or others in which the Executive is the prevailing party.
Section 8. Company Protections.
(a) Confidential Information. The Executive agrees at all times to hold in strictest confidence, and not to use, except for the benefit of the Company, any of the Company’s Trade
Secrets or Confidential Information or to disclose to any person, firm or entity any of the Company’s Trade Secrets or Confidential Information, except as authorized in writing by the Company’s Board; as authorized by the Company’s management,
pursuant to a written non- disclosure agreement; as required by law or to federal, state, or local government officials or an attorney, for the sole purpose of reporting or investigating a suspected violation of law; to a self-regulatory
organization in accordance with the Securities Exchange Act of 1934 or the Sarbanes-Oxley Act of 2002; or in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. For
purposes of this Agreement, “Confidential Information” shall mean any data and information (i) relating to the business of the Company or its Affiliated Companies, regardless of whether
the data or information constitutes a Trade Secret; (ii) disclosed to Executive or of which he/she became aware of as a consequence of Executive’s relationship with the Company or its Affiliated Companies; (iii) having value to the Company or its
Affiliated Companies; (iv) not generally known to competitors of the Company or its Affiliated Companies; and (v) which includes Trade Secrets, methods of operation, names of customers, price lists, financial information and projections, route
books, personnel data, and similar information; provided, however, that Confidential Information shall not mean data or information which has been voluntarily disclosed to the public by the Company or its
Affiliated Companies, except where such public disclosure has been made by Executive without authorization from the Company or its Affiliated Companies, which has been independently developed and disclosed by others, or which has otherwise entered
the public domain through lawful means. For purposes of this Agreement, “Trade Secrets” shall mean any of the Company’s or its Affiliated Companies’ information, without regard to form,
including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential
customers or suppliers, which is not commonly known by or available to the public and which information (i) derives economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by other
persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy
Notice of Rights under Section 7 of the Defend Trade Secrets Act (DTSA). Notwithstanding any provision of this Section to the contrary,
pursuant to the Defend Trade Secrets Act (“DTSA”)(found at 18 U.S.C. § 1833(b)), the Executive will not be held criminally or civilly liable under any federal or state trade secret law
for the disclosure of a Trade Secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of the
law or is made in a complaint or other document filed in a lawsuit or other proceeding, if that filing is made under seal. Under the DTSA, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law
may disclose the Trade Secret to the attorney of the individual and use the Trade Secret information in court proceedings, if the individual files any document containing the Trade Secret under seal and does not disclose the Trade Secret, except
under court order. Nothing in this Agreement is intended to conflict with the DTSA or create liability for disclosures of Trade Secrets that are expressly allowed thereunder.
(b) Non-Disparagement. The Executive agrees that at no time while this Agreement is in effect or thereafter shall he or she make, or cause or assist any other person to make, any
statement or other communication to any third party which impugns or attacks, or is otherwise critical of, the reputation, business or character of the Company or its Affiliated Companies, or any of their respective directors, officers,
representatives, agents or employees.
(c) Returning Company Documents. The Executive agrees that at the time of leaving the service of the Company, he or she will deliver to the Company (and will not keep in his or her
possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence (including emails), specifications, drawings, blueprints, sketches, materials, equipment, other documents or
property, or reproductions of any items developed by Executive pursuant to his or her service with the Company or otherwise belonging to the Company or its Affiliated Companies, or their successors or assigns. The Executive is not required to
return any personal items; documents, files, or materials containing personal information (except to the extent such materials also contain Trade Secrets or Confidential Information); or documents or agreements to which he or she is a party.
(d) Defense of Claims. The Executive agrees that, during the term hereof, and for a period of 5 years after the Executive’s Separation from Service, upon request from the Company,
the Executive will cooperate with the Company and/or its Affiliated Companies in the defense of any claims or actions that may be made by or against the Company or its Affiliated Companies that affect the Executive’s prior areas of responsibility,
except if the Executive’s reasonable interests are adverse to the Company or its Affiliated Companies in such claim or action. The Company agrees that it shall reimburse the reasonable out-of-pocket costs and attorney fees the Executive actually
incurs in connection with him or her providing such assistance or cooperation to the Company or its Affiliated Companies, in accordance with the Company’s standard policies and procedures as in effect from time to time, provided that the Executive shall have obtained prior written approval from the Company for any travel or legal fees and expenses incurred by him or her in connection with his or her obligations under this Section.
Section 9. Excise Tax on Parachute Payments. Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether
paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section, except as otherwise provided in this Section) (hereinafter
referred to collectively as a “Payment”) would be subject to the excise tax imposed by Section 4999 of
the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if,
by reason of such reduction, the net after-tax benefit received by the Executive shall exceed the net after-tax benefit that would be received by the Executive if no such reduction was made.
“Net after-tax benefit” shall mean (a) the total of all Payments which the Executive receives or is then entitled to receive from the
Company or its Affiliated Companies that would constitute “excess parachute payments” within the meaning of Section 280G of the Code, less the amount of all foreign, federal, state and local income and employment taxes payable by the Executive with
respect to the foregoing calculated at the maximum marginal income tax rate for each year in which such payments shall be made to the Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the
first such payment), less (c) the amount of Excise Tax imposed with respect to the Payments described in (a) above.
If a reduction is to occur pursuant to this Section, the payments and benefits under this Agreement shall be reduced in the following order: any cash severance (in reverse order of payment), then
outplacement services (in reverse order), then any other amount that is a “parachute payment” within the meaning of Section 280G of the Code in such order as determined in the sole discretion of the Company and not the Executive.
Section 10. Successors. (a)
This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and
be enforceable by the Executive’s legal representatives.
(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the
Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, the term “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or
otherwise.
Section 11. Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois,
without reference to principles of conflict of laws. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.
(b) Each notice, request, demand, approval or other communication which may be or is required to be given under this Agreement shall be in writing and shall be deemed to have been properly
given when delivered personally at the address set forth below for the intended party during normal business hours at such address, when sent by facsimile transmission to the respective facsimile transmission numbers of the parties set forth below
with confirmation of receipt, or when sent by recognized overnight courier or by the United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Company:
Littelfuse, Inc.
6133 N. River Rd.
Suite 500
Rosemont, IL 60018
Attention: Chief Legal Officer
Phone: (773) 628-0800
Facsimile: (773) 628-0802
If to the Executive, to the last address shown in the records of the Company.
Notices shall be given to such other addressee or address, or both, or by way of such other facsimile transmission number, as a particular party may from time to time designate by written notice to
the other party hereto. Each notice, request, demand, approval or other communication which is sent in accordance with this Section shall be deemed given and received for all purposes of this Agreement as of 2 business days after the date of
deposit thereof for mailing in a duly-constituted United States post office or branch thereof, 1 business day after deposit with a recognized overnight courier service or upon confirmation of receipt of any facsimile transmission. Notice given to a
party hereto by any other method shall only be deemed to be given and received when actually received in writing by such party.
(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
(d) The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or
regulation.
(e) The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to promptly assert any right the Executive or the Company may
have hereunder, including, without limitation, the right of the Executive to Separate from Service for Good Reason pursuant to Subsection 3(c)(i)-(v) hereof, shall not be deemed to be a waiver of such provision or right or any other provision or
right of this Agreement.
(f) The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment or other
service of the Executive by or with the Company and its Affiliated Companies is “at will” and, subject to Subsection 1(d) hereof and/or any other written agreement between the Executive and the Company, the Executive’s employment and/or service
and/or this Agreement may be terminated by either the Executive or the Company or its Affiliated Companies at any time prior to the Effective Date upon written notice to the other party, in which case the Executive shall have no further rights
under this Agreement. From and after the Effective Date, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof.
(g) This Agreement may be executed in 2 or more counterparts, all of which taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Change of Control Agreement on the dates set forth below.
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EXECUTIVE
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Date:
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January 10, 2025
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/s/ Greg Henderson
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Greg Henderson
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LITTELFUSE, INC.
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Date:
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January 10, 2025
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By
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/s/ Maggie Chu
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Name:
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Maggie Chu
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Title:
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Senior Vice President and Chief
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Human Resources Officer
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