Offer Letter, dated January 10, 2025, by and between Littelfuse, Inc. and Gregory N. Henderson

Grant of PSUs.  The Company hereby grants to the Grantee a Performance Share Award, described below, subject to the terms and conditions in this Award Agreement.  This Award is granted pursuant to the Plan and its terms are incorporated by reference.

Vesting of PSUs.  The PSUs shall vest upon (and to the extent of) the Committee’s certification of the achievement of performance goals as set forth in Exhibit A, subject to (except as otherwise provided in Section 3 below) the Grantee’s continued employment or service with the Company or its affiliates through the end of the Performance Period (as defined in Exhibit A).

Termination of Employment or Service.

General.  Except as otherwise set forth in Sections 3b., 3c. and 3d. below, if the Grantee terminates all employment and service with the Company and its subsidiaries for any reason (including upon a termination for Cause) before the end of the Performance Period, the PSUs shall be forfeited as of the date of the Grantee’s termination of employment and service.

Without Cause or for Good Reason.  If the Grantee’s employment and service with the Company and its subsidiaries is terminated by the Company without Cause (as defined in the Change of Control Agreement, effective as of February 10, 2025, between the Company and the Grantee (the “COC Agreement”)) or by the Grantee for Good Reason (as defined in the offer letter, dated January 10, 2025, between the Company and the Grantee), a portion of the PSUs prorated based on the number of days elapsed in the Performance Period through the date of termination shall become immediately vested, with the number of shares subject to such PSUs determined based on the greater of the target level of performance and the actual level of performance measured through the date of termination (as if the date of termination were the last day of the Performance Period) and otherwise in accordance with Exhibit A (rounded down to the nearest whole number so that no fractional shares will vest); provided that if such termination occurs prior to the first anniversary of the Grant Date, the actual level of performance referenced in this sentence shall instead be measured through the first anniversary of the Grant Date (as if such anniversary were the last day of the Performance Period), and the Shares underlying such prorated portion of the PSUs shall be delivered in accordance with Section 4 treating the first anniversary of the Grant Date as the vesting date.

Death or Disability.  If the Grantee terminates all employment and service with the Company and its subsidiaries as a result of death or Disability (as defined in the COC Agreement), a portion of the PSUs prorated based on the number of days elapsed in the Performance Period through the date of termination shall become immediately vested, with the number of shares subject to such PSUs determined based on the actual level of performance measured through the date of termination (as if the date of termination were the last day of the Performance Period) and otherwise in accordance with Exhibit A (rounded down to the nearest whole number so that no fractional shares will vest); provided that if such termination occurs prior to the first anniversary of the Grant Date, the actual level of performance referenced in this sentence shall instead be measured through the first anniversary of the Grant Date (as if such anniversary were the last day of the Performance Period), and the Shares underlying such prorated portion of the PSUs shall be delivered in accordance with Section 4 treating the first anniversary of the Grant Date as the vesting date.

Change in Control.  In the event of a Change in Control, the number of shares subject to the Award shall be determined based on the greater of the target level of performance and the actual level of performance measured through the date of the Change in Control (as if the date of the Change in Control were the last day of the Performance Period) and otherwise in accordance with Exhibit A (rounded down to the nearest whole number).  Unless otherwise determined by the Committee, the Award shall then be converted upon the Change in Control into a time-vesting award in respect of the acquirer’s equity of equivalent value and otherwise subject to the same terms and conditions as applied to the Award immediately prior to the Change in Control (it being understood that in the event of a termination following a Change in Control that is governed by Section 3(c), the actual level of performance shall be the actual level of performance determined pursuant to this paragraph upon such Change in Control); provided that such acquirer award shall vest (i) at the end of the Performance Period subject to Grantee’s continued employment or service with the Company or its affiliates through such time or (ii) upon an earlier termination of Grantee’s employment or service by the Company or its affiliates without Cause or by the Grantee for Good Reason (as defined in the COC Agreement), in either case within two years following the Change in Control.  If the Award is not converted into an acquirer award in accordance with the immediately preceding sentence, it shall vest immediately upon the Change in Control.

Delivery of Shares.  As soon as reasonably practicable following the vesting date, the vested PSUs shall be converted into Shares and delivered to the Grantee, pursuant to Section 9.4 of the Plan; provided, such Shares shall be delivered to the Grantee no later than 60 days following the applicable vesting date (and in any event before March 15 of the year following the year in which the applicable vesting date occurs).  Fractional shares will not be paid.

Responsibility for Taxes and Withholding.  The Grantee acknowledges that, regardless of any action the Company or its subsidiary employing the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (the “Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Grantee further acknowledges that the Company and/or the Employer:  (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs, including the grant of the PSUs, the vesting of PSUs, the conversion of the PSUs into Shares or the receipt of an equivalent cash payment, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the PSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Transferability.  The PSUs are not transferable other than:  (a) by will or by the laws of descent and distribution; (b) pursuant to a domestic relations order; or (c) to members of the Grantee’s immediate family, to trusts solely for the benefit of such immediate family members or to partnerships in which family members and/or trusts are the only partners, all as provided under the terms of the Plan.  After any such transfer, the transferred PSUs shall remain subject to the terms of the Plan.

Adjustment of Shares.  In the event of any transaction described in Section 4.3 of the Plan, the terms of this Award may be adjusted as set forth in Section 4.3 of the Plan.

Shareholder Rights; Dividend Equivalents.  The grant of PSUs does not confer on the Grantee any rights as a shareholder or any contractual or other rights of service or employment with the Company or its subsidiaries.  The Grantee will not have shareholder rights with respect to any Shares subject to a PSU until the PSU is vested and Shares are delivered to the Grantee.  With respect to each cash dividend on the Shares for which the record date occurs during the Performance Period, the target number of PSUs shall be increased by the quotient of (i) the per share cash dividend amount multiplied by the target number of PSUs on the dividend payment date, divided by (ii) the closing price of a Share on the dividend payment date.

Data Privacy.  In order to perform its requirements under the Plan, the Company or one or more of its subsidiaries may process sensitive personal data about the Grantee.  Such data includes but is not limited to the information provided in the Award package and any changes thereto, other appropriate personal and financial data about the Grantee, and information about the Grantee’s participation in the Plan and PSUs granted under the Plan from time to time.  By accepting this Award Agreement, the Grantee hereby gives consent to the Company and its subsidiaries to hold, process, use and transfer any personal data outside the country in which the Grantee is employed and to the United States, and vice-versa.  The legal persons for whom the personal data is intended includes the Company and any of its subsidiaries, the outside plan administrator as selected by the Company from time to time, and any other person that the Company may find appropriate in its administration of the Plan.  The Grantee may review and correct any personal data by contacting the local Human Resources Representative.  The Grantee understands that the transfer of the information outlined herein is important to the administration of the Plan and failure to consent to the transmission of such information may limit or prohibit participation in the Plan.

Appendix.  Notwithstanding any provisions in this Award Agreement, the grant of the PSUs shall be subject to any special terms and conditions set forth in any appendix (or any appendices) to this Award Agreement for the Grantee’s country (the “Appendix”).  Moreover, if the Grantee relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan.  The Appendix constitutes part of this Award Agreement.

Electronic Delivery.  The Company may, in its sole discretion, decide to deliver any documents related to the PSUs or other awards granted to the Grantee under the Plan by electronic means.  The Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.

Severability.  If one or more of the provisions in this Award Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Award Agreement to be construed so as to foster the intent of this Award Agreement and the Plan.

Amendments.  Except as otherwise provided in Section 14, this Award Agreement may be amended only by a written agreement executed by the Company and the Grantee.

Section 409A.  The PSUs are intended to comply with the requirements of Section 409A.  The Plan and this Award Agreement shall be administered and interpreted in a manner consistent with this intent.  If the Company determines that the PSUs fail to comply with the requirements of Section 409A, the Company may, at the Company’s sole discretion, and without the Grantee’s consent, amend this Award Agreement to cause the PSUs to comply with Section 409A.  Any payments under this Award shall be treated as separate payments for purposes of Section 409A.  For purposes of determining timing of payments, to the extent required by Section 409A, any references to retirement, resignation, or termination of employment or service shall mean a “separation of service” as defined in Section 409A, and any payment to a “specified employee” within the meaning of Section 409A made on account of a separation from service shall be subject to a 6-month specified employee delay in accordance with Section 13.2(b) of the Plan.

Governing Law.  This Award Agreement shall be construed under the laws of the State of Delaware.