EXHIBIT 4.12
RESTRICTED SHARES AGREEMENT
THIS RESTRICTED SHARES AGREEMENT is entered into as of May 1, 2000,
between ____________ (the "Recipient") and LITTELFUSE, INC., a Delaware
corporation (the "Corporation"), with reference to the following facts:
A. Pursuant to the 1993 Stock Plan for Employees and Directors of
Littelfuse, Inc. (the "Plan"), the Corporation is authorized to grant awards of
rights ("Restricted Units") to acquire shares of its Common Stock, $.01 par
value (the "Common Stock"), on a restricted basis as provided in the Plan to
officers, directors and employees of the Corporation or any Subsidiary as a
reward for past performance or as an incentive for future performance.
B. The Corporation desires to grant Restricted Units to the Recipient.
NOW, THEREFORE, IN CONSIDERATION of the foregoing facts and other good
and valuable consideration, the parties hereto hereby agree as follows:
1. Grant of Restricted Units. The Corporation hereby grants
to the Recipient Restricted Units entitling the Recipient to acquire up
to _________ shares of the Common Stock (hereinafter referred to as the
"Maximum Restricted Shares Amount"), subject in all respects to the
provisions of the Plan and the terms and conditions set forth herein.
2. Number of Restricted Shares Deemed Earned. (a) The number
of shares of the Common Stock which the Recipient shall be entitled to
be issued or paid for in cash pursuant to this Agreement shall be
determined pursuant to the following formula (hereinafter said shares
shall be referred to as the "Restricted Shares" and said number of
shares resulting from said formula shall be referred to as the "Earned
Restricted Shares Amount"):
(i) The Recipient shall be deemed to have earned no
Restricted Shares in the event that EBITDA Growth is less than
10% or Average RONTA is less than 15%.
(ii) The Recipient shall be deemed to have earned 20%
of the Maximum Restricted Shares Amount if EBITDA Growth is
equal to or greater than 10% but less than 11%, and Average
RONTA is equal to or greater than 15% but less than 16%. For
each full percentage point above the EBITDA Growth minimum of
10%, the recipient will earn an incremental 8% of the Maximum
Restricted Shares Amount, up to a maximum of an additional 40%
of the Maximum Restricted Shares Amount. Additionally, for
each full percentage point above the Average RONTA minimum of
15%, the recipient will earn an incremental 8% of the Maximum
Restricted Shares Amount up to a maximum of an additional 40%
of the Maximum Restricted Shares Amount. Therefore, the
Maximum Restricted Shares Amount is earned only when EBITDA
Growth is equal to or greater than 15% and Average RONTA is
equal to or greater than 20%. The chart attached hereto as
Exhibit A illustrates the application of the foregoing
formula.
(b) As used herein, the term "EBITDA" shall mean the
consolidated net income of the Corporation for each of the 2000, 2001
and 2002 fiscal years of the Corporation (hereinafter said three (3)
year period is referred to as the "Performance Period"); provided,
however, that in calculating said consolidated net income, no
deductions shall be made for any interest, taxes, depreciation or
amortization.
(c) As used herein, the term "EBITDA Growth" shall mean the
compound annual growth rate in EBITDA from fiscal year 1999 through
fiscal year 2002 defined mathematically as follows (but expressed as a
percentage):
EBITDA Growth = (fiscal year 2002 EBITDA / fiscal year 1999
EBITDA)1/3 - 1
(d) As used herein, the term "RONTA" shall mean the
percentage return on net tangible assets for the Corporation for each
of the fiscal years of the Corporation during the Performance Period,
calculated for each such fiscal year by dividing the consolidated net
income of the Corporation for such fiscal year by the average of the
amounts of (x) the total assets minus the total intangible assets minus
the total current liabilities of the Corporation at the beginning of
such fiscal year and (y) the total assets minus the total intangible
assets minus the total current liabilities of the Corporation at the
end of such fiscal year; provided, however, that current liabilities
shall not include the current portion of long term debt for purposes of
this calculation.
(e) As used herein, the term "Average RONTA" shall mean the
average RONTA for each of the three fiscal years of the Corporation
during the Performance Period.
(f) To the extent applicable, all calculations of EBITDA and
RONTA, and the components thereof, shall be made in accordance with
generally accepted accounting principles consistently applied.
(g) In the event that the Corporation shall amend its
financial statements for any of its fiscal years 2000, 2001 or 2002 at
any time after March 15, 2003, and before January 2, 2006, so that any
of the items used to calculate EBITDA or RONTA for any of those fiscal
years are materially changed, the Committee, in its discretion, may
make appropriate adjustments to the number of Restricted Shares deemed
earned pursuant to Section 2 hereof.
(h) In the event that the Corporation or any Subsidiary shall
be a party to any merger or consolidation or acquisition of assets,
shall sell all or substantially all of its assets or enter into any
other transaction which, in the good faith opinion of the Committee,
will have a material effect (either positive or negative) on EBITDA or
RONTA during the Performance Period or the ability of the Recipient to
obtain the economic benefit contemplated by this Agreement, the
Committee shall appropriately and reasonably adjust the formula
contained in Section 2(a) to provide the Recipient with substantially
the same opportunity to obtain substantially the same economic benefit
that the Recipient would have if said transaction had not been entered
into, said adjustment to be evidenced in a writing delivered by the
Corporation to the Recipient.
(i) In the event that at anytime from and after the date
hereof to and including January 2, 2003, there shall occur any changes
in the outstanding Common Stock by reason of stock dividends,
split-ups, recapitalizations, mergers, consolidations, combinations,
exchanges of shares, separations, reorganizations, liquidations and the
like, the Committee shall appropriately and reasonably adjust the
Maximum Restricted Shares Amount, the Earned Restricted Shares Amount,
the number of any earned but unissued Restricted Shares and/or the
amount of any earned but unpaid Restricted Payments.
3. Issuance of Restricted Shares. In the event that the
Recipient is deemed to have earned any Restricted Shares pursuant to
the provisions of Section 2 hereof, a certificate or certificates
representing that number of shares of the Common Stock which is equal
to one-half (1/2) of the Earned Restricted Shares Amount shall be
issued in the Recipient's name as of March 15, 2003, and as soon as
reasonably practical after the delivery by the Recipient to the
Corporation of a stock power signed in blank by the Recipient with
respect to such Restricted Shares and in a form which is acceptable to
the Corporation which may be used by the Corporation to cancel such
Restricted Shares in accordance with the provisions of the Plan and
this Agreement. Upon issuance of the certificate or certificates for
such Restricted Shares, the Recipient shall be a stockholder with
respect to such Restricted Shares and shall have all the rights of a
stockholder with respect to such Restricted Shares, including but not
limited to, the right to vote such Restricted Shares and to receive
dividends and other distributions paid with respect to such Restricted
Shares. The certificate or certificates representing such Restricted
Shares, together with the executed stock power, shall be held in
custody by the Corporation or an agent therefor pursuant to the
provisions of the Plan for the account of the Recipient.
4. Payment of Cash in Lieu of Issuance of Restricted Shares.
In the event that the Recipient is deemed to have earned any Restricted
Shares pursuant to the provisions of Section 2 hereof, the Corporation
shall pay to the Recipient on each of January 2, 2004, 2005 and 2006 an
amount in cash (in lieu of the issuance of Restricted Shares) equal to
the product of (i) one-sixth (1/6th) of the Earned Restricted Shares
Amount multiplied by (ii) the Market Price of the Common Stock on such
date (hereinafter referred to as a "Restricted Payment"). As used
herein, the term "Market Price" shall mean (x) if the Common Stock is
Duly Listed, the closing price of the Common Stock on the date in
question as reported on either a national securities exchange or on The
Nasdaq Stock Market or, if there were no sales on that date, on the
next preceding day on which there were sales or (y) if the Common Stock
is not Duly Listed, the fair market value of the Common Stock on the
date in question as determined by the Committee in good faith.
5. Restrictions. The Restricted Units awarded pursuant to
this Agreement and any Restricted Shares or Restricted Payments which
may be deemed to be earned or owing with respect thereto shall be
subject to the following terms and conditions (the "Restrictions"):
(i) the Recipient shall not be entitled to delivery
of a certificate representing the Restricted Shares until the
Restrictions pertaining thereto shall be terminated pursuant
to either Sections 6 or 7 hereof;
(ii) none of the Restricted Units may be sold,
transferred, assigned, pledged or otherwise encumbered or
disposed of;
(iii) none of the Restricted Shares may be sold,
transferred, assigned, pledged or otherwise encumbered or
disposed of until the Restrictions pertaining thereto shall be
terminated pursuant to either Sections 6 or 7 hereof;
(iv) all of the Restricted Units shall be forfeited
and cancelled and all rights of the Recipient to such
Restricted Units and any Restricted Shares or Restricted
Payments which may be deemed to be earned or owing with
respect thereto shall terminate without further obligation on
the part of the Corporation in the event that the Recipient
ceases to be an Employee for any reason prior to January 2,
2003, for any reason;
(v) all of the Restricted Shares which are issued
pursuant to Section 3 hereof shall be forfeited and cancelled
and the Recipient shall have no further rights whatsoever with
respect thereto in the event the Recipient ceases to be an
Employee prior to January 2, 2004, for any reason other than a
reason set forth in Section 7 hereof;
(vi) two-thirds (2/3rds) of any Restricted Shares
which are issued pursuant to Section 3 hereof shall be
forfeited and cancelled and the Recipient shall have no
further rights whatsoever with respect thereto in the event
the Recipient ceases to be an Employee prior to January 2,
2005, for any reason other than a reason described in Section
7 hereof;
(vii) one-third (1/3rd) of any Restricted Shares which
are issued pursuant to Section 3 hereof shall be forfeited and
cancelled and the Recipient shall have no further rights
whatsoever with respect thereto in the event the Recipient
ceases to be an Employee prior to January 2, 2006, for any
reason other than a reason described in Section 7 hereof;
(viii) any right of the Recipient to receive any
Restricted Payments pursuant to Section 4 hereof shall be
forfeited and cancelled and the Recipient shall have no
further rights whatsoever with respect thereto in the event
the Recipient ceases to be an Employee prior to the applicable
payment date for such Restricted Payment for any reason other
than a reason described in Section 7 hereof.
6. Vesting of Restricted Shares. The Restrictions respecting
the Restricted Shares issued pursuant to Section 3 hereof which have
not theretofore been forfeited and cancelled pursuant to Section 5
hereof shall terminate with respect to one-third (1/3rd) of such
Restricted Shares on each of January 2, 2004, January 2, 2005 and
January 2, 2006.
7. Termination of Restrictions upon Certain Events. The
Restrictions shall terminate with respect to all of the Restricted
Shares and the Restricted Payments which have not theretofore been
forfeited and cancelled pursuant to Section 5 hereof upon the first to
occur of the following events:
(i) the death of the Recipient;
(ii) the Total Disability of the Recipient;
(iii)the termination of the employment of the Recipient
pursuant to an Eligible Retirement; or
(iv) the occurrence of a Change in Control.
8. Issuance of Stock Certificate for Vested Restricted
Shares. Upon the termination of the Restrictions respecting any
Restricted Shares pursuant to Section 6 hereof, the Corporation shall
promptly cause a stock certificate representing such Restricted Shares
to be delivered to the Recipient, free and clear of all Restrictions.
9. Accelerated Delivery of Stock Certificate and Payment of
Restricted Payments. Upon the termination of the Restrictions
respecting any Restricted Shares pursuant to Section 7 hereof, the
Corporation shall promptly cause a stock certificate representing such
Restricted Shares to be delivered to the Recipient, free and clear of
all Restrictions, and shall promptly pay in cash an amount equal to the
product of (i) 1/2 (if such termination occurs on or prior to January
2, 2004), 1/3 (if such termination occurs after January 2, 2004 and on
or prior to January 2, 2005) or 1/6 (if such termination occurs after
January 2, 2005) of the Earned Restricted Shares Amount multiplied by
(ii) the Market Price of the Common Stock on the date of such
termination.
10. Compliance with Law. No Restricted Shares shall be issued
pursuant to this Agreement unless said issuance is in compliance with
applicable federal and state tax and securities laws.
10.1. Certificate Legends. The certificates for Restricted
Shares issued pursuant to this Agreement shall bear any legends
deemed necessary or appropriate by the Corporation.
10.2. Representations of the Recipient. At the request
of the Corporation, the Recipient will deliver to the
Corporation such signed representations as may be necessary,
in the opinion of counsel satisfactory to the Corporation, for
compliance with applicable federal and state securities laws.
10.3. Resale. In addition to the restrictions
contained in the Plan, the Recipient's ability to transfer
Restricted Shares issued pursuant to this Agreement or
securities acquired in lieu thereof or in exchange therefor
may be restricted under federal or state securities laws. The
Recipient shall not resell or offer for resale such Restricted
Shares or securities unless they have been registered or
qualified for resale under all applicable federal and state
securities laws or an exemption from such registration or
qualification is available in the opinion of counsel
satisfactory to the Corporation.
11. Notice. Every notice or other communication relating to
this Agreement shall be in writing and shall be mailed or delivered to
the party for whom it is intended at such address as may from time to
time be designated by such party in a notice mailed or delivered to the
other party as herein provided; provided, however, that unless and
until some other address be so designated, all notices or
communications by the Recipient to the Corporation shall be mailed or
delivered to the Corporation to the attention of its Secretary at 800
E. Northwest Highway, Des Plaines, Illinois 60016, and all notices or
communications by the Corporation to the Recipient may be given to the
Recipient personally or may be mailed to the Recipient at the most
recent address which the Recipient has provided in writing to the
Corporation.
12. Tax Treatment. The Recipient acknowledges that the tax
treatment respecting the Restricted Shares issued pursuant to this
Agreement or any events or transactions with respect thereto may be
dependent upon various factors or events which are not determined by
the Plan or this Agreement. The Corporation makes no representations to
the Recipient with respect to and hereby disclaims all responsibility
as to such tax treatment.
13. Withholding Taxes. The Corporation shall have the right
to deduct from the amount of any Restricted Payment an amount
sufficient to satisfy any federal, state or local withholding tax
requirement. The Corporation shall have the right to require the
Recipient to remit to the Corporation an amount sufficient to satisfy
any federal, state or local withholding tax requirement prior to the
issuance or delivery of any Restricted Shares to the Recipient. The
Corporation will notify the Recipient of the amount of the withholding
tax which must be paid under federal and, where applicable, state and
local law. Upon receipt of such notice, the Recipient shall promptly
remit to the Corporation the amount specified in such notice. No
amounts of income received by the Recipient pursuant to this Agreement
shall be considered compensation for purposes of any pension or
retirement plan, insurance plan or any other employee benefit plan of
the Corporation or any subsidiary.
14. Effect on SERP. The Corporation and the Recipient agree
that neither the value of any shares of Common Stock issued, nor the
amount of any cash paid, to the Recipient pursuant to this Agreement
shall be included in the definition of "Compensation" under the
Littelfuse, Inc. Supplemental Executive Retirement Plan.
15. Change in Control. The Corporation and the Recipient
agree that Oaktree Capital Management, LLC and its affiliates shall be
deemed to be exempt from the provisions of subparagraph (d) of the
definition of "Change in Control" under the Plan.
IN WITNESS WHEREOF, the Corporation and the Recipient have executed
this Restricted Shares Agreement effective as of the date first set forth above.
LITTELFUSE, INC. RECIPIENT:
By_________________________________ __________________________________
Its_________________________________
<PAGE>
<TABLE>
EXHIBIT A
------------- ------------- ------------- -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
15% and over 60% 68% 76% 84% 92% 100%
------------- ------------- ------------- -------------- ------------- -------------
------------- ------------- ------------- -------------- ------------- -------------
>14< 15% 52% 60% 68% 76% 84% 92%
-
------------- ------------- ------------- -------------- ------------- -------------
------------- ------------- ------------- -------------- ------------- -------------
EBITDA >13< 14% 44% 52% 60% 68% 76% 84%
-
GROWTH
------------- ------------- ------------- -------------- ------------- -------------
------------- ------------- ------------- -------------- ------------- -------------
>12< 13% 36% 44% 52% 60% 68% 76%
-
------------- ------------- ------------- -------------- ------------- -------------
------------- ------------- ------------- -------------- ------------- -------------
>11< 12% 28% 36% 44% 52% 60% 68%
-
------------- ------------- ------------- -------------- ------------- -------------
------------- ------------- ------------- -------------- ------------- -------------
>10< 11% 20% 28% 36% 44% 52% 60%
-
------------- ------------- ------------- -------------- ------------- -------------
------------- ------------- ------------- -------------- ------------- -------------
>15< 16% >16< 17% >17< 18% >18< 19% >19< 20% 20% and over
- - - - -
AVERAGE RONTA
</TABLE>
