EXHIBIT A Employment Terms
Exhibit 10.2
David W. Heinzmann
c/o Littelfuse, Inc.
8755 W. Higgins Rd., Suite 500
Chicago IL 60631
November 15, 2016
Dear David:
Further to your discussion with the Board of Directors of Littelfuse, Inc. (the “Company” or “Littelfuse”), this letter will confirm your appointment to the position of Chief Executive Officer and President of the Company. Upon your acceptance of such appointment, the effective date of your appointment shall be January 1, 2017 (“Effective Date”). The terms of your employment in such position are set forth in Exhibit A to this letter agreement (the “Employment Terms”) to be entered into between you and the Company.
This letter, including the Employment Terms, constitutes the sole and complete agreement between the Company and you and supersedes all other agreements, both oral and written, between the Company or any of its direct and indirect subsidiaries and you, with respect to your employment after the Effective Date by the Company or any of its direct and indirect subsidiaries or the matters contained herein.
This letter and the terms and conditions hereof are to be construed, governed and interpreted in accordance with the laws of the State of Illinois, without giving effect to its conflict of law principles.
Should you have any questions about this letter, please contact Ryan Stafford at ###-###-####. Two copies of this letter are enclosed. Please sign both copies and return one to Mr. Stafford.
Very Truly Yours,
Littelfuse, Inc.
By: /s/ Ryan Stafford
Ryan Stafford
Executive Vice President, Chief Legal and
Human Resource Officer
ACCEPTED AND AGREED:
/s/ David W. Heinzmann
David W. Heinzmann
Dated: November 15, 2016
EXHIBIT A
Employment Terms
| Item | Description |
| Job Title | President and Chief Executive Officer |
| Effective Date | January 1, 2017 |
| Base Salary | Increase to $700,000 from current level of $525,000 |
| Annual Incentive Target Bonus Opportunity | Increase target bonus opportunity to 90% of base salary from current level of 80% of base salary |
| RSUs Promotion Grant | •A grant of RSUs that vest 100% on the 3rd anniversary of grant •Equal to 1.5 times the new base salary or $1.05 million •Grant would be made on 1/3/2017 (the “grant date”); the number of RSUs would be determined using the closing stock price on 1/3/2017. |
| Annual Equity Grant | •Would participate in the annual equity grant program along with other executives in April 2017 •Grant levels will be determined at that time |
| Benefit Plans/Perquisites | •Would continue to participate in executive perquisites program (no automobile will be provided since it is not part of the current perquisites program) •Would continue to participate in all executive and employee benefit plans |
| COC Agreement | Would be modified to increase severance multiple to 3.0 times from current 2.0 times |
| Non-COC Severance Policy | Would participate in any executive non-COC severance policy that is approved. Current proposal would provide for the following, effective January 1, 2017: •Severance equal to 2 times the sum of base salary plus target bonus •Pro-rata bonus for year of termination based on actual company and individual performance through end of the year. Payment, if any, would be made at same time bonus payments are made to other employees. •COBRA coverage at active employee rates for maximum period of 18 months |
| Share Ownership Guidelines | •Would be increased to 5 times base salary from current 3 times base salary level •Share number requirement will be calculated in January 2017 based on new base salary and then-current stock price as part of a program-wide review for all executives |
| Restrictive Covenants | •Would be required to sign Company’s current confidentiality, inventions, and non-compete agreement, subject to possible review and update, to the extent it does not already apply •Promotion grant would be contingent on signing of the confidentiality, inventions, and non-compete agreement. |
