Amendment to Non-Qualified Stock Option Agreement and Deferred Compensation Agreement between Littelfuse, Inc. and Gordon Hunter

Summary

Littelfuse, Inc. and its Chairman, President, and CEO, Gordon Hunter, agreed to amend Hunter’s non-qualified stock option agreement by increasing the exercise price for unvested options from $7.00 to $26.51 per share, while leaving the price for already vested options unchanged. To offset the reduced value of the options, Littelfuse will pay Hunter $234,120 in deferred compensation, split into three annual installments, each contingent on his continued employment. These changes were made to comply with tax regulations and avoid penalties.

EX-10.27 4 c03417exv10w27.txt AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT Exhibit 10.27 On December 20, 2005, Littelfuse, Inc. (the "Company") entered into two material definitive agreements with Gordon Hunter, Chairman of the Board,President and Chief Executive Officer of the Company ("Hunter"), as follows: Amendment to Non-Qualified Stock Option Agreement. This Agreement increased the exercise price of the stock option (the "Option") granted to Hunter on November 7, 2003, from $7.00 per share to $26.51 per share, for the 12,000 shares of common stock with respect to which the Option had not yet vested. The exercise price for the 8,000 shares with respect to which the Option had already vested was not changed. The purpose of this Agreement was to prevent the Option from being considered a form of deferred compensation subject to income tax penalties under ss.409A of the Internal Revenue Code. Agreement for Deferred Compensation. This Agreement provides that the Company will pay to Hunter the amount of $234,120.00 in additional deferred compensation, payable in three installments of $78,040.00 apiece. The three installments are payable on November 7, 2006, November 7, 2007, and November 7, 2008, respectively, each of which is a date upon which the Option will vest with respect to an additional 4,000 shares. Hunter's right to each of the three installments is conditioned upon his continued employment through the payment date, but is subject to accelerated vested on the same terms as the Option. The purpose of this Agreement is to compensate Hunter for the loss in value of the Option caused by the increase in the exercise price. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LITTELFUSE, INC. Date: December 20, 2005 By: /s/ Philip G. Franklin ------------------------------------ Philip G. Franklin Vice President, Operations Support and Chief Financial Officer