Littelfuse, Inc. (LFUS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

Retirement of Mr. Hunter

On November 15, 2016, Gordon Hunter notified the Board of
Directors (the Board) of Littelfuse, Inc. (the Company) of his
retirement as President and Chief Executive Officer of the
Company, effective January 1, 2017. Mr. Hunter has agreed to
serve the Company as Executive Chairman upon his retirement as
President and Chief Executive Officer, effective January 1, 2017
through December 31, 2017 (the Term).

Promotion of Mr. Heinzmann

On November 15, 2016, the Board promoted David W. Heinzmann, who
is currently the Companys Chief Operating Officer, to succeed Mr.
Hunter as President and Chief Executive Officer of the Company,
effective January 1, 2017. In addition, on November 15, 2016, the
Board approved the expansion of the number of directors
constituting the whole Board to eight and elected Mr. Heinzmann
as a new member of the Board, effective January 1, 2017.

Mr. Heinzmann, age 53, began his career at the Company in 1985
and has been chief operating officer since January, 2014. From
2004 through 2007, he served as vice president and general
manager, automotive segment, and then as vice president, global
operations until January, 2014.

Mr. Hunter Retirement Agreement

In connection with Mr. Hunters retirement, the Company and Mr.
Hunter entered into an Executive Retirement Agreement, dated
November 15, 2016 and effective as of January 1, 2017 (the
Retirement Agreement), to which Mr. Hunter will receive a base
salary at an annualized rate of $600,000 and continue to
participate in the Littelfuse, Inc. Annual Incentive Plan (the
AIP), with a target bonus of 100% of base salary for the 2017
fiscal year. In addition, the Retirement Agreement provides that,
on January 3, 2017 and in lieu of any other 2017 annual equity
awards, the Board will award to Mr. Hunter restricted stock units
(RSUs), having an equivalent grant date value of $2,240,000 based
on the closing price of Company common stock on such date, under
the Littelfuse, Inc. Long-Term Incentive Plan (the Long-Term
Incentive Plan). During the Term, all equity awards granted to
Mr. Hunter under the Long-Term Incentive Plan and outstanding on
January 1, 2017 will remain outstanding and, to the extent
unvested, continue to vest in accordance with their terms.
However, at the end of the Term, any then-unvested equity awards
will become immediately vested, subject to Mr. Hunters continued
employment through the end of the Term. Notwithstanding anything
to the contrary, if during the Term Mr. Hunters employment
terminates for any reason, other than Cause under either the
Employment Agreement (as defined below) or Change of Control
Agreement (as defined below), all outstanding equity awards that
are stock options will become 100% vested and all other
outstanding equity awards will become vested on a pro-rata basis
to the applicable award agreements. The Retirement Agreement also
provides that (i) the Company and Mr. Hunter intend for him to
serve as Chairman of the Board through at least the annual
meeting of stockholders of the Company occurring in the 2019
calendar year; provided, that, effective December 31, 2017, Mr.
Hunter will hold the title of Non-Executive Chairman of the
Board, and (ii) the Company will nominate Mr. Hunter for service
on the Board as its Chairman at each annual meeting of
stockholders of the Company occurring during the 2017 and 2018
calendar years. The foregoing description of the Retirement
Agreement is qualified in its entirety by reference to the
agreement attached hereto as Exhibit 10.1 and incorporated herein
by reference.

In accordance with the terms of the Retirement Agreement, the
Amended and Restated Employment Agreement, dated December 31,
2007, between the Company and Gordon Hunter (the Employment
Agreement) (filed as Exhibit 10.27 to the Companys Form 10-K for
the fiscal year ended December 31, 2005) and the Change of
Control Agreement, effective as of January 1, 2015, between the
Company and Gordon Hunter (the Change of Control Agreement)
(filed as Exhibit 10.1 to the Companys Current Report on Form 8-K
dated December 22, 2014) are deemed amended to the extent
necessary to reflect the changes to titles, positions, duties,
authorities, responsibilities, expected period of service, base
salary and annual incentive bonus (the Changed Terms), but in all
other instances remain in effect in accordance with their
respective current terms, and all references in such agreements
to Mr. Hunters Changed Terms shall, effective as of January 1,
2017, be deemed to refer to the Changed Terms described in the
Retirement Agreement.

Mr. Heinzmann Offer Letter

In connection with Mr. Heinzmanns promotion to President and
Chief Executive Officer of the Company, Mr. Heinzmann and the
Company entered into a Letter Agreement, dated November 15, 2016
and effective January 1, 2017 (the Letter Agreement), to which
Mr. Heinzmanns annual base salary will be increased to $700,000
and his target bonus will be increased to 90% of base salary. In
addition, the Letter Agreement provides that, as soon as
reasonably practicable after January 1, 2017, the Board will
award to Mr. Heinzmann RSUs, having an equivalent grant date
value of $1,050,000 based on the closing price of Company common
stock on such date, under the Long-Term Incentive Plan. Mr.
Heinzmann remains eligible to participate in all employee benefit
plans from time to time in effect for either the Companys other
executive officers or the Companys employees generally, including
the AIP and the Long-Term Incentive Plan, which are described in
the Companys Annual Proxy Statement filed with the Securities and
Exchange Commission on March 11, 2016. Mr. Heinzmann will not
receive additional compensation for his service as a member of
the Board. The foregoing description of the Letter Agreement is
qualified in its entirety by reference to the agreement attached
hereto as Exhibit 10.2 and incorporated herein by reference.

In accordance with the terms of the Letter Agreement, the Company
and David W. Heinzmann entered into a new change of control
agreement, dated November 15, 2016 (the New Change of Control
Agreement). The New Change of Control provides for substantially
the same benefits as the prior change of control agreement, which
was effective as of January 1, 2015 and described in the Companys
Annual Proxy Statement filed with the Securities and Exchange
Commission on March 11, 2016; however, the severance multiple was
increased from 2.0 to 3.0. The foregoing description of the New
Change of Control Agreement is qualified in its entirety by
reference to the agreement attached hereto as Exhibit 10.3 and
incorporated herein by reference.

A copy of the press release announcing the retirement of Mr.
Hunter as President and Chief Executive Officer and the promotion
of Mr. Heinzmann is attached as Exhibit 99.1 and incorporated
herein by reference.

Item 9.01Financial Statements and
Exhibits.

(d)Exhibits.

About Littelfuse, Inc. (LFUS)