LITTELFUSE INC /DE
CHANGE OF CONTROL EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>c80833exv10w2.txt
<DESCRIPTION>CHANGE OF CONTROL EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

                                CHANGE OF CONTROL
                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT is made and entered into as of the 8th day of August,
2003, by and between LITTELFUSE, INC., a Delaware corporation (hereinafter
referred to as the "Company"), and HOWARD B. WITT (hereinafter referred to as
the "Executive");

                              W I T N E S S E T H:

         WHEREAS, the Board of Directors of the Company (hereinafter referred to
as the "Board") has determined that it is in the best interests of the Company
and its stockholders to provide the Executive with certain protections against
the uncertainties usually created by a Change of Control (as such term is
hereinafter defined); and

         WHEREAS, the Board believes that the protections provided to the
Executive in connection with a Change of Control will better enable the
Executive to devote his full time, attention and energy to the business of the
Company prior to and after a Change of Control, thereby benefiting the Company
and its stockholders;

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, the Company and the Executive hereby agree as
follows:

         Section 1. Certain Definitions. (a) The "Effective Date" shall mean the
first date during the Change of Control Period (as defined in Section 1(b)
hereof) on which a Change of Control (as defined in Section 2 hereof) occurs.
Notwithstanding anything to the contrary contained in this Agreement, if a
Change of Control occurs and if the Executive's employment with the Company is
terminated prior to the date on which the Change of Control occurs, and if it is
reasonably demonstrated by the Executive that such termination of employment (i)
was at the direct or indirect request of a third party who theretofore had taken
any steps intended to effect a Change of Control or (ii) otherwise arose in
connection with or in anticipation of a Change of Control, then for all purposes
of this Agreement the "Effective Date" shall mean the date immediately prior to
the date of such termination of employment.

         (b)      The "Change of Control Period" shall mean the period
commencing on the date hereof and ending on December 31, 2004.

<PAGE>

         Section 2. Change of Control. For the purpose of this Agreement, a
"Change of Control" shall mean:

                  (a)      The acquisition in one or more transactions by any
         individual, entity or group (hereinafter referred to collectively as a
         "Person") within the meaning of Section 13(d)(3) of the Securities
         Exchange Act of 1934, as amended (hereinafter referred to as the
         "Exchange Act"), of beneficial ownership (within the meaning of, and
         calculated in accordance with, Rule 13d-3 promulgated under the
         Exchange Act) of 20% or more of either (i) the then outstanding shares
         of common stock of the Company (hereinafter referred to as the
         "Outstanding Company Common Stock") or (ii) the combined voting power
         of the then outstanding voting securities of the Company entitled to
         vote generally in the election of directors (hereinafter referred to as
         the "Outstanding Company Voting Securities"); provided, however, that
         for purposes of this subsection (a), the following acquisitions shall
         not constitute a Change of Control: (i) any acquisition directly from
         the Company, (ii) any acquisition by the Company, (iii) any acquisition
         by any employee benefit plan (or related trust) sponsored or maintained
         by the Company or any corporation controlled by the Company, (iv) any
         acquisition by any corporation pursuant to a transaction which complies
         with clauses (i), (ii) and (iii) of subsection (c) of this Section 2 or
         (v) any acquisition by Oaktree Capital Management, LLC, a California
         limited liability company, or any of its Affiliates or Associates (as
         used herein, the terms "Affiliate" and "Associate" shall have the
         respective meanings ascribed to such terms in Rule 12b-2 of the General
         Rules and Regulations under the Exchange Act); or

                  (b)      Individuals who, as of the date hereof, constitute
         the Board (hereinafter referred to as the "Incumbent Board") cease for
         any reason to constitute at least a majority of the Board; provided,
         however, that any individual becoming a director subsequent to the date
         hereof whose election, or nomination for election by the Company's
         stockholders, was approved by a vote of at least a majority of the
         directors then comprising the Incumbent Board shall be considered as
         though such individual were a member of the Incumbent Board, but
         excluding, for this purpose, any such individual whose initial
         assumption of office occurs as a result of an actual or threatened
         election contest with respect to the election or removal of directors
         or other actual or threatened solicitation of proxies or consents by or
         on behalf of a Person other than the Board; or

                  (c)      Consummation of a reorganization, merger or
         consolidation or sale or other disposition of all or substantially all
         of the assets of the Company (hereinafter referred to as a "Business
         Combination") unless, following such Business Combination, (i) all or
         substantially all of the individuals and entities who were the
         beneficial owners, respectively, of the Outstanding Company Common
         Stock and Outstanding Company Voting Securities immediately prior to
         such Business Combination beneficially own, directly or indirectly,
         more than 50% of, respectively, the then outstanding shares of common
         stock and the combined voting power of the then outstanding voting
         securities entitled to vote generally in the election of directors, as
         the case may be, of the corporation resulting from such Business
         Combination (including, without limitation, a corporation which as a
         result of such transaction owns the Company or all or substantially all
         of the Company's assets either directly or through one or more
         subsidiaries) in

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<PAGE>

         substantially the same proportions as their ownership, immediately
         prior to such Business Combination of the Outstanding Company Common
         Stock and Outstanding Company Voting Securities, as the case may be,
         (ii) no Person (excluding any corporation resulting from such Business
         Combination or any employee benefit plan (or related trust) of the
         Company or such corporation resulting from such Business Combination)
         beneficially owns, directly or indirectly, 20% or more of,
         respectively, the then outstanding shares of common stock of the
         corporation resulting from such Business Combination, or the combined
         voting power of the then outstanding voting securities of such
         corporation except to the extent that such ownership existed prior to
         the Business Combination and (iii) at least a majority of the members
         of the board of directors of the corporation resulting from such
         Business Combination were members of the Incumbent Board at the time of
         the execution of the initial agreement, or of the action of the Board,
         providing for such Business Combination; or

                  (d)      Approval by the stockholders of the Company of a
         complete liquidation or dissolution of the Company within one year
         after a Business Combination.

         Section 3. Employment Period. The Company hereby agrees to continue to
employ the Executive, and the Executive hereby agrees to remain as an employee
of the Company, subject to the terms and conditions of this Agreement, for the
period commencing on the Effective Date and ending on the second anniversary of
such date (the "Employment Period").

         Section 4. Terms of Employment.

         (a)      Position and Duties. (i) During the Employment Period, (A) the
Executive's position (including status, offices, titles and reporting
requirements), authority, duties and responsibilities shall be at least
commensurate in all material respects with the most significant of those held,
exercised and assigned at any time during the 120-day period immediately
preceding the Effective Date and (B) the Executive's services shall be performed
at the location where the Executive was employed immediately preceding the
Effective Date or any office or location less than 20 miles from such location.

         (ii)     During the Employment Period, and excluding any periods of
vacation and sick leave to which the Executive is entitled, the Executive agrees
to devote reasonable attention and time during normal business hours to the
business and affairs of the Company and, to the extent necessary to discharge
the responsibilities assigned to the Executive hereunder, to use the Executive's
reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate, civic or charitable
boards or committees, (B) deliver lectures, fulfill speaking engagements or
teach at educational institutions, and (C) manage personal investments, so long
as such activities do not significantly interfere with the performance of the
Executive's responsibilities as an employee of the Company in accordance with
this Agreement. It is expressly understood and agreed that to the extent that
any such activities have been conducted by the Executive prior to the Effective
Date, the continued conduct of such activities (or the conduct of activities
similar in nature and scope thereto) subsequent to the Effective Date shall

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not thereafter be deemed to interfere with the performance of the Executive's
responsibilities to the Company.

         (b)      Compensation. (i) Base Salary. During the Employment Period,
the Executive shall receive an annual base salary (hereinafter referred to as
the "Annual Base Salary"), which shall be paid at a monthly rate, equal to the
sum of (i) at least twelve times the highest monthly base salary paid or
payable, including any base salary which has been earned but deferred, to the
Executive by the Company and its affiliated companies in respect of the
twelve-month period immediately preceding the month in which the Effective Date
occurs, plus (ii) $250,000. During the Employment Period, the Annual Base Salary
shall be reviewed no more than 12 months after the last salary increase awarded
to the Executive prior to the Effective Date and thereafter at least annually.
Any increase in Annual Base Salary shall not serve to limit or reduce any other
obligation to the Executive under this Agreement. Annual Base Salary shall not
be reduced after any such increase and the term Annual Base Salary as used in
this Agreement shall refer to Annual Base Salary as so increased. As used in
this Agreement, the term "affiliated companies" shall include any company
controlled by, controlling or under common control with the Company.

         (ii)     Annual Bonus. In addition to the Annual Base Salary, the
Executive shall be awarded, for each fiscal year ending during the Employment
Period, an annual bonus (hereinafter referred to as the "Annual Bonus") in cash
at least equal to the Executive's highest bonus under the Company's incentive
bonus program or any comparable bonus under any predecessor or successor plan,
for the last three full fiscal years prior to the Effective Date (annualized in
the event that the Executive was not employed by the Company for the whole of
such fiscal year) (hereinafter referred to as the "Recent Annual Bonus"). Each
such Annual Bonus shall be paid no later than the end of the third month of the
fiscal year next following the fiscal year for which the Annual Bonus is
awarded, unless the Executive shall elect to defer the receipt of such Annual
Bonus.

         (iii)    Incentive, Savings and Retirement Plans. During the Employment
Period, the Executive shall be entitled to participate in all incentive, savings
and retirement plans, practices, policies and programs applicable generally to
other peer executives of the Company and its affiliated companies, but in no
event shall such plans, practices, policies and programs provide the Executive
with incentive opportunities (measured with respect to both regular and special
incentive opportunities, to the extent, if any, that such distinction is
applicable), savings opportunities and retirement benefit opportunities, in each
case, less favorable, in the aggregate, than the most favorable of those
provided by the Company and its affiliated companies for the Executive under
such plans, practices, policies and programs as in effect at any time during the
120-day period immediately preceding the Effective Date or if more favorable to
the Executive, those provided generally at any time after the Effective Date to
other peer executives of the Company and its affiliated companies.

         (iv)     Welfare Benefit Plans. During the Employment Period, the
Executive and/or the Executive's family, as the case may be, shall be eligible
for participation in and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Company and its affiliated
companies (including, without limitation, medical, prescription, dental,

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disability, employee life, group life, accidental death and travel accident
insurance plans and programs) to the extent applicable generally to other peer
executives of the Company and its affiliated companies, but in no event shall
such plans, practices, policies and programs provide the Executive with benefits
which are less favorable, in the aggregate, than the most favorable of such
plans, practices, policies and programs in effect for the Executive at any time
during the 120-day period immediately preceding the Effective Date or, if more
favorable to the Executive, those provided generally at any time after the
Effective Date to other peer executives of the Company and its affiliated
companies.

         (v)      Expenses. During the Employment Period, the Executive shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred by
the Executive in accordance with the most favorable policies, practices and
procedures of the Company and its affiliated companies in effect for the
Executive at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in effect generally at
any time thereafter with respect to other peer executives of the Company and its
affiliated companies.

         (vi)     Fringe Benefits. During the Employment Period, the Executive
shall be entitled to fringe benefits, including, without limitation, tax and
financial planning services, payment of club dues, and, if applicable, use of an
automobile and payment of related expenses, in accordance with the most
favorable plans, practices, programs and policies of the Company and its
affiliated companies in effect for the Executive at any time during the 120-day
period immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect generally at any time thereafter with respect to other
peer executives of the Company and its affiliated companies.

         (vii)    Office and Support Staff. During the Employment Period, the
Executive shall be entitled to an office or offices of a size and with
furnishings and other appointments, and to exclusive personal secretarial and
other assistance, at least equal to the most favorable of the foregoing provided
to the Executive by the Company and its affiliated companies at any time during
the 120-day period immediately preceding the Effective Date or, if more
favorable to the Executive, as provided generally at any time thereafter with
respect to other peer executives of the Company and its affiliated companies.

         (viii)   Vacation. During the Employment Period, the Executive shall be
entitled to paid vacation in accordance with the most favorable plans, policies,
programs and practices of the Company and its affiliated companies as in effect
for the Executive at any time during the 120-day period immediately preceding
the Effective Date or, if more favorable to the Executive, as in effect
generally at any time thereafter with respect to other peer executives of the
Company and its affiliated companies.

         (ix)     Maturity of Outstanding Loans. The maturity of any loans made
by the Company to the Executive under the Littelfuse Loan Program shall remain
unchanged and continue to be December 31, 2004.

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         Section 5. Termination of Employment.

         (a)      Disability. If the Company determines in good faith that the
Disability of the Executive has occurred during the Employment Period (pursuant
to the definition of Disability set forth below), it may give written notice to
the Executive of its intention to terminate the Executive's employment. In such
event, the Executive's employment with the Company shall terminate effective on
the 30th day after delivery of such notice to the Executive (the "Disability
Effective Date"), provided that, within the 30 days after such delivery, the
Executive shall not have returned to full-time performance of the Executive's
duties. For purposes of this Agreement, "Disability" shall mean the absence of
the Executive from the Executive's duties with the Company on a full-time basis
for 180 consecutive business days as a result of incapacity due to mental or
physical illness which is determined to be total and permanent by a physician
selected by the Company or its insurers and reasonably acceptable to the
Executive or the Executive's legal representative.

         (b)      Cause. The Company may terminate the Executive's employment
during the Employment Period for Cause. For purposes of this Agreement, "Cause"
shall mean:

                  (i)      the willful and continued failure of the Executive to
         perform substantially the Executive's duties with the Company (other
         than any such failure resulting from incapacity due to physical or
         mental illness), after a written demand for substantial performance is
         delivered to the Executive by the Board which specifically identifies
         the manner in which the Board believes that the Executive has not
         substantially performed the Executive's duties and such failure is not
         cured within sixty (60) calendar days after receipt of such written
         demand; or

                  (ii)     the willful engaging by the Executive in illegal
         conduct or gross misconduct which is materially and demonstrably
         injurious to the Company.

For purposes of this provision, any act or failure to act on the part of the
Executive in violation or contravention of any order, resolution or directive of
the Board of Directors of the Company shall be considered "willful" unless such
order, resolution or directive is illegal or in violation of the certificate of
incorporation or by-laws of the Company; provided, however, that no other act or
failure to act on the part of the Executive, shall be considered "willful,"
unless it is done, or omitted to be done, by the Executive in bad faith or
without reasonable belief that the Executive's action or omission was in the
best interests of the Company. Any act, or failure to act, based upon authority
given pursuant to a resolution duly adopted by the Board or upon the
instructions of the Chief Executive Officer or a senior officer of the Company
or based upon the advice of counsel for the Company shall be conclusively
presumed to be done, or omitted to be done, by the Executive in good faith and
in the best interests of the Company. The cessation of employment of the
Executive shall not be deemed to be for Cause unless and until there shall have
been delivered to the Executive a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters of the entire membership of the
Board at a meeting of the Board called and held for such purpose (after
reasonable notice is provided to the Executive and the Executive is given an
opportunity, together with counsel, to be heard before the Board), finding

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that, in the good faith opinion of the Board, the Executive is guilty of the
conduct described in subparagraph (i) or (ii) above, and specifying the
particulars thereof in detail.

         (c)      Good Reason. The Executive's employment may be terminated by
the Executive for Good Reason. For purposes of this Agreement, "Good Reason"
shall mean:

                  (i)      the Executive is not elected, or is removed, as the
         Chairman, President or Chief Executive Officer of the Company;

                  (ii)     the assignment to the Executive of any duties
         inconsistent in any respect with the Executive's position, authority,
         duties or responsibilities as contemplated by Section 4(a) hereof, or
         any other action by the Company which results in a diminution in such
         position, authority, duties or responsibilities, excluding for this
         purpose an isolated, insubstantial and inadvertent action not taken in
         bad faith and which is remedied by the Company promptly after receipt
         of notice thereof given by the Executive;

                  (iii)    any failure by the Company to comply with any of the
         provisions of this Agreement, other than an isolated, insubstantial and
         inadvertent failure not occurring in bad faith and which is remedied by
         the Company promptly after receipt of notice thereof given by the
         Executive;

                  (iv)     the Company's requiring the Executive to travel on
         Company business to a substantially greater extent than required
         immediately prior to the Effective Date; or

                  (v)      any purported termination by the Company of the
         Executive's employment otherwise than as expressly permitted by this
         Agreement.

         For purposes of this Section 5(c), any good faith determination of
"Good Reason" made by the Executive shall be conclusive.

         (d)      Notice of Termination. Any termination by the Company for
Cause, or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 12(b)
hereof. For purposes of this Agreement, a "Notice of Termination" means a
written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated and (iii) if the
Date of Termination (as defined below) is other than the date of delivery of
such notice, specifies the termination date (which date shall be not more than
30 days after the delivery of such notice). The failure by the Executive or the
Company to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right of
the Executive or the Company, respectively, hereunder or preclude the Executive
or the Company, respectively, from asserting such fact or circumstance in
enforcing the Executive's or the Company's rights hereunder.

         (e)      Date of Termination. "Date of Termination" means (i) if the
Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the

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date of delivery of the Notice of Termination or any later date specified
therein, as the case may be, (ii) if the Executive's employment is terminated by
the Company other than for Cause or Disability, the Date of Termination shall be
the date on which the Company notifies the Executive of such termination, (iii)
if the Executive's employment is terminated by reason of death or Disability,
the Date of Termination shall be the date of death of the Executive or the
Disability Effective Date, as the case may be, and (iv) if the Executive's
employment is terminated by the Executive without Good Reason, the last day of
employment of the Executive with the Company.

         Section 6. Obligations of the Company upon Termination.

         (a)      Good Reason; Other Than for Cause, Death or Disability. If,
during the Employment Period, the Company shall terminate the Executive's
employment other than for Cause or Disability or the Executive shall terminate
his employment for Good Reason:

                  (i)      the Company shall pay to the Executive in a lump sum
         in cash within 30 days after the Date of Termination the aggregate of
         the following amounts:

                           A.       the sum of (1) the Executive's Annual Base
                  Salary through the Date of Termination to the extent not
                  theretofore paid, plus (2) the product of (x) the higher of
                  (I) the Recent Annual Bonus and (II) the Annual Bonus paid or
                  payable, including any bonus or portion thereof which has been
                  earned but deferred (and annualized for any fiscal year
                  consisting of less than twelve full months or during which the
                  Executive was employed for less than twelve full months), for
                  the most recently completed fiscal year during the Employment
                  Period, if any (such higher amount being hereinafter referred
                  to as the "Highest Annual Bonus") multiplied by (y) a
                  fraction, the numerator of which is the number of days in the
                  current fiscal year through the Date of Termination, and the
                  denominator of which is 365 plus (3) any compensation
                  previously deferred by the Executive (together with any
                  accrued interest or earnings thereon) and any accrued vacation
                  pay, in each case to the extent not theretofore paid (the sum
                  of the amounts described in clauses (1), (2) and (3) are
                  hereinafter referred to as the "Accrued Obligations"); and

                           B.       an amount equal to the product of (1) two
                  multiplied by (2) the sum of (x) the Executive's Annual Base
                  Salary plus (y) the Highest Annual Bonus;

                  (ii)     the Company shall credit as of the Date of
         Termination the Account of the Executive under the Littelfuse, Inc.
         Supplemental Executive Retirement Plan (hereinafter referred to as the
         "SERP") with an amount equal to the sum of the two respective amounts
         which would be credited to the Account of the Executive under the SERP
         on the two Valuation Dates (as such term is defined in the SERP) next
         succeeding the Date of Termination assuming (A) the Executive would
         continue to be employed by the Company up to and including said second
         Valuation Date (hereinafter said period from the Date of Termination
         until said second Valuation Date is referred to as the "Assumed
         Employment

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         Period"), (B) the Compensation (as such term is defined in the SERP) of
         the Executive during each fiscal year during the Assumed Employment
         Period would be equal to the amount of the Compensation of the
         Executive during the most recently ended Plan Year (as such term is
         defined in the SERP) prior to the Date of Termination, and (C) the
         Company would continue the SERP up to and including said second
         Valuation Date;

                  (iii)    until December 31, 2014, the Company shall continue
         to provide medical, life insurance and tax and financial planning
         services benefits to the Executive and/or the Executive's spouse at
         least equal to those which would have been provided to them in
         accordance with the medical and life insurance benefits described in
         Section 4(b)(iv) hereof if the Executive's employment had not been
         terminated; provided, however, that if the Executive becomes reemployed
         with another employer and is eligible to receive medical benefits under
         another employer-provided plan, the medical insurance benefits
         described herein shall be secondary to those provided under such other
         plan during such applicable period of eligibility;

                  (iv)     notwithstanding anything to the contrary set forth in
         any stock option plans pursuant to which the Executive has been granted
         any stock options or other rights to acquire securities of the Company
         or its Affiliates (the "Plans"), any option or right granted to the
         Executive under any of the Plans shall be exercisable by the Executive
         until the earlier of (x) the date on which the option or right
         terminates in accordance with the terms of its grant, or (y) the third
         anniversary of the Date of Termination;

                  (v)      the maturity of any loans made by the Company to the
         Executive under the Littelfuse Executive Loan Program shall remain
         unchanged and continue to be December 31, 2004; and

                  (vi)     to the extent not theretofore paid or provided, the
         Company shall timely pay or provide to the Executive any other amounts
         or benefits required to be paid or provided or which the Executive is
         eligible to receive under any plan, program, policy or practice or
         contract or agreement of the Company and its affiliated companies (such
         other amounts and benefits shall hereinafter be referred to
         collectively as the "Other Benefits").

         (b)      Death. If the Executive's employment is terminated by reason
of the Executive's death during the Employment Period, this Agreement shall
terminate without further obligations by the Company to the Executive's legal
representatives under this Agreement, other than for payment of Accrued
Obligations and the timely payment or provision of Other Benefits. Accrued
Obligations shall be paid to the Executive's estate or beneficiary, as
applicable, in a lump sum in cash within 30 days of the Date of Termination.
With respect to the provision of Other Benefits, the term "Other Benefits" as
utilized in this Section 6(b) shall include, without limitation, and the
Executive's estate and/or beneficiaries shall be entitled to receive, benefits
at least equal to the most favorable benefits provided by the Company and
affiliated companies to the estates and beneficiaries of peer executives of the
Company and such affiliated companies under such plans, programs, practices and
policies relating to death benefits, if any, as in effect with respect to other
peer executives and their beneficiaries at any time during the 120-day period
immediately preceding the Effective Date.

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         (c)      Disability. If the Executive's employment is terminated by
reason of the Executive's Disability during the Employment Period, this
Agreement shall terminate without further obligations by the Company to the
Executive under this Agreement, other than for payment of Accrued Obligations
and the timely payment or provision of Other Benefits. Accrued Obligations shall
be paid to the Executive in a lump sum in cash within 30 days of the Date of
Termination. With respect to the provision of Other Benefits, the term "Other
Benefits" as utilized in this Section 6(c) shall include, and the Executive
shall be entitled after the Disability Effective Date to receive, disability and
other benefits at least equal to the most favorable of those generally provided
by the Company and its affiliated companies to disabled executives and/or their
families in accordance with such plans, programs, practices and policies
relating to disability, if any, as in effect generally with respect to other
peer executives and their families at any time during the 120-day period
immediately preceding the Effective Date.

         (d)      Cause; Other than for Good Reason. If the Executive's
employment shall be terminated for Cause during the Employment Period, this
Agreement shall terminate without further obligations to the Executive other
than the obligation to pay to the Executive (i) his Annual Base Salary through
the Date of Termination, (ii) the amount of any compensation previously deferred
by the Executive, and (iii) Other Benefits, in each case to the extent
theretofore unpaid. If the Executive voluntarily terminates his employment
during the Employment Period, excluding a termination for Good Reason, this
Agreement shall terminate without further obligations of the Company to the
Executive under this Agreement, other than for payment of Accrued Obligations
and the timely payment or provision of Other Benefits. In such case, all Accrued
Obligations shall be paid to the Executive in a lump sum in cash within 30 days
of the Date of Termination and the Company shall timely pay or provide the Other
Benefits to the Executive. In no event shall the Executive be liable to the
Company for any damages caused by such voluntary termination by the Executive
nor shall the Executive be in any way restricted from being employed by any
other party after such voluntary termination.

         (e)      Waiver of Certain Restrictions Affecting Executive.
Notwithstanding anything to the contrary contained in any employment agreement,
benefit plan or other document, in the event that the Executive's employment
shall be terminated during the Employment Period for any reason whatsoever (i)
the Executive shall not forfeit his Account balance under the SERP even if his
employment was terminated for "Cause" as such term is defined under the SERP and
(ii) on and after the Date of Termination the Executive shall not be bound or
prejudiced by any non-competition agreement benefiting the Company or its
subsidiaries, and any provisions contained in the SERP which would penalize the
Executive for being employed by a competitor, including, without limitation,
Section 3.6(c) thereof, shall not apply in any respect to the Executive and,
effective as of the Date of Termination, the Company waives any right to enforce
any such provisions against the Executive.

         Section 7. Nonexclusivity of Rights. Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in any plan,
program, policy or practice provided by the Company or any of its affiliated
companies and for which the Executive may qualify, nor, subject to Section 12(f)
hereof, shall anything herein limit or otherwise affect such rights as the
Executive may have under any contract or agreement with the Company or any of
its affiliated companies. Amounts which are vested benefits or which the
Executive is otherwise

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entitled to receive under any plan, policy, practice or program of or any
contract or agreement with the Company or any of its affiliated companies at or
subsequent to the Date of Termination shall be payable in accordance with such
plan, policy, practice or program or contract or agreement, except as explicitly
modified by this Agreement.

         Section 8. Full Settlement. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Executive under any of the provisions of this Agreement and such amounts
shall not be reduced whether or not the Executive obtains other employment. The
Company agrees to pay as incurred, to the fullest extent permitted by law, all
legal fees and expenses which the Executive may reasonably incur as a result of
any contest by the Company, the Executive or others in which the Executive is
the prevailing party and which involves or relates to the validity or
enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (including as a result of any contest by the
Executive about the amount of any payment pursuant to this Agreement), plus in
each case interest on any delayed payment from the due date thereof until paid
at the prime rate from time to time reported in The Wall Street Journal during
said period.

         Section 9. Certain Additional Payments by the Company. (a) Anything in
this Agreement to the contrary notwithstanding and except as set forth below, in
the event it shall be determined that any payment or distribution by the Company
to or for the benefit of the Executive (whether paid or payable or distributed
or distributable pursuant to the terms of this Agreement or otherwise, but
determined without regard to any additional payments required under this Section
9) (hereinafter referred to collectively as a "Payment") would be subject to the
excise tax imposed by Section 4999 of the Code or any interest or penalties are
incurred by the Executive with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter collectively
referred to as the "Excise Tax"), then the Executive shall be entitled to
receive an additional payment (a "Gross-Up Payment") in an amount such that,
after payment by the Executive of all taxes (including any interest or penalties
imposed with respect to such taxes), including, without limitation, any income
taxes (and any interest and penalties imposed with respect thereto) and Excise
Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

         (b)      Subject to the provisions of Section 9(c) hereof, all
determinations required to be made under this Section 9, including whether and
when a Gross-Up Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination, shall be made
by Ernst & Young LLP or such other independent certified public accounting firm
as may be designated by the Executive (hereinafter referred to as the
"Accounting Firm") which shall provide detailed supporting calculations both to
the Company and the Executive within 15 business days of the receipt of notice
from the Executive that there has been a Payment, or such earlier time as is
requested by the Company. In the event that the Accounting Firm is serving as
accountant or auditor for the individual, entity or group effecting

                                      -11-
<PAGE>

the Change of Control, the Executive shall appoint another nationally recognized
accounting firm to make the determinations required hereunder (which accounting
firm shall then be referred to as the Accounting Firm hereunder). All fees and
expenses of the Accounting Firm shall be borne solely by the Company. Any
Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the
Company to the Executive within five days of the receipt of the Accounting
Firm's determination. Any determination by the Accounting Firm shall be binding
upon the Company and the Executive. As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the initial determination
by the Accounting Firm hereunder, it is possible that Gross-Up Payments which
will not have been made by the Company should have been made (hereinafter
referred to as the "Underpayment") consistent with the calculations required to
be made hereunder. In the event that the Company exhausts its remedies pursuant
to Section 9(c) hereof and the Executive thereafter is required to make a
payment of any Excise Tax, the Accounting Firm shall determine the amount of the
Underpayment that has occurred and any such Underpayment shall be promptly paid
by the Company to or for the benefit of the Executive.

         (c)      The Executive shall notify the Company in writing of any claim
by the Internal Revenue Service that, if successful, would require the payment
by the Company of the Gross-Up Payment. Such notification shall be given as soon
as practicable but no later than ten business days after the Executive is
informed in writing of such claim and shall apprise the Company of the nature of
such claim and the date on which such claim is requested to be paid. The
Executive shall not pay such claim prior to the expiration of the 30-day period
following the date on which it gives such notice to the Company (or such shorter
period ending on the date that any payment of taxes with respect to such claim
is due). If the Company notifies the Executive in writing prior to the
expiration of such period that it desires to contest such claim, the Executive
shall:

                  (i)      give the Company any information reasonably requested
         by the Company relating to such claim,

                  (ii)     take such action in connection with contesting such
         claim as the Company shall reasonably request in writing from time to
         time, including, without limitation, accepting legal representation
         with respect to such claim by an attorney reasonably selected by the
         Company,

                  (iii)    cooperate with the Company in good faith in order
         effectively to contest such claim, and

                  (iv)     permit the Company to participate in any proceedings
         relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 9(c), the Company shall control all proceedings taken in connection

                                      -12-
<PAGE>

with such contest and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
the Executive to pay the tax claimed and sue for a refund or to contest the
claim in any permissible manner, and the Executive agrees to prosecute such
contest to a determination before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Executive to pay
such claim and sue for a refund, the Company shall advance the amount of such
payment to the Executive, on an interest-free basis and shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance.
The Company's control of any such contest shall be limited to issues with
respect to which a Gross-Up Payment would be payable hereunder and the Executive
shall be entitled to settle or contest, as the case may be, any other issue
raised by the Internal Revenue Service or any other taxing authority.

         (d)      If, after the receipt by the Executive of an amount advanced
by the Company pursuant to Section 9(c) hereof, the Executive becomes entitled
to receive any refund with respect to such claim, the Executive shall (subject
to the Company's complying with the requirements of Section 9(c) hereof)
promptly pay to the Company the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto). If, after the
receipt by the Executive of an amount advanced by the Company pursuant to
Section 9(c) hereof, a determination is made that the Executive shall not be
entitled to any refund with respect to such claim and the Company does not
notify the Executive in writing of its intent to contest such denial of refund
prior to the expiration of 30 days after such determination, then such advance
shall be forgiven and shall not be required to be repaid and the amount of such
advance shall offset, to the extent thereof, the amount of Gross-Up Payment
required to be paid.

         Section 10. Confidential Information. The Executive shall hold in a
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its affiliated
companies, and their respective businesses, which shall have been obtained by
the Executive during the Executive's employment by the Company or any of its
affiliated companies and which shall not be or become public knowledge (other
than by acts by the Executive or representatives of the Executive in violation
of this Agreement). After termination of the Executive's employment with the
Company, the Executive shall not, without the prior written consent of the
Company or as may otherwise be required by law or legal process, communicate or
divulge any such information, knowledge or data to anyone other than the Company
and those designated by it. In no event shall an asserted violation of the
provisions of this Section 10 constitute a basis for deferring or withholding
any amounts otherwise payable to the Executive under this Agreement. The
provisions of this Section 10 shall survive any termination of this Agreement or
any termination of the employment of the Executive with the Company.

         Section 11. Successors. (a) This Agreement is personal to the Executive
and without the prior written consent of the Company shall not be assignable by
the Executive otherwise than by will or the laws of descent and distribution.
This Agreement shall inure to the benefit of and be enforceable by the
Executive's legal representatives.

                                      -13-
<PAGE>

         (b)      This Agreement shall inure to the benefit of and be binding
upon the Company and its successors and assigns.

         (c)      The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, the term "Company" shall mean the
Company as hereinbefore defined and any successor to its business and/or assets
as aforesaid which assumes and agrees to perform this Agreement by operation of
law or otherwise.

         Section 12. Miscellaneous. (a) This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois, without
reference to principles of conflict of laws. This Agreement may not be amended
or modified otherwise than by a written agreement executed by the parties hereto
or their respective successors and legal representatives.

         (b)      Each notice, request, demand, approval or other communication
which may be or is required to be given under this Agreement shall be in writing
and shall be deemed to have been properly given when delivered personally at the
address set forth below for the intended party during normal business hours at
such address, when sent by facsimile or other electronic transmission to the
respective facsimile transmission numbers of the parties set forth below with
telephone confirmation of receipt, or when sent by recognized overnight courier
or by the United States registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:

                  If to the Company:

                  Littelfuse, Inc.
                  800 E. Northwest Highway
                  Des Plaines, Illinois 60016
                  Attention: President (unless the Executive is
                                    the President, in which case the
                                    communication should be to the
                                    attention of all of the Directors
                                    of the Company other than the
                                    Executive)
                  Facsimile: (847) 824-3864
                  Confirm:   (847) 391-0304

                  If to the Executive:

                  Howard B. Witt
                  93-A Bateman Road
                  Barrington Hills, Illinois 60010
                  Facsimile: ____________
                  Confirm: (847) 382-5821

                                      -14-
<PAGE>

Notices shall be given to such other addressee or address, or both, or by way of
such other facsimile transmission number, as a particular party may from time to
time designate by written notice to the other party hereto. Each notice,
request, demand, approval or other communication which is sent in accordance
with this Section shall be deemed given and received for all purposes of this
Agreement as of two business days after the date of deposit thereof for mailing
in a duly constituted United States post office or branch thereof, one business
day after deposit with a recognized overnight courier service or upon
confirmation of receipt of any facsimile transmission. Notice given to a party
hereto by any other method shall only be deemed to be given and received when
actually received in writing by such party.

         (c)      The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

         (d)      The Company may withhold from any amounts payable under this
Agreement such Federal, state, local or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

         (e)      The Executive's or the Company's failure to insist upon strict
compliance with any provision of this Agreement or the failure to promptly
assert any right the Executive or the Company may have hereunder, including,
without limitation, the right of the Executive to terminate employment for Good
Reason pursuant to Section 5(c)(i)-(v) hereof, shall not be deemed to be a
waiver of such provision or right or any other provision or right of this
Agreement.

         (f)      The Executive and the Company acknowledge that, except as may
otherwise be provided under any other written agreement between the Executive
and the Company, the employment of the Executive by the Company is "at will"
and, subject to Section 1(a) hereof and/or any other written agreement between
the Executive and the Company, prior to the Effective Date the Executive's
employment and/or this Agreement may be terminated by either the Executive or
the Company at any time prior to the Effective Date upon written notice to the
other party, in which case the Executive shall have no further rights under this
Agreement. From and after the Effective Date, this Agreement shall supersede any
other agreement between the parties with respect to the subject matter hereof.

         (g)      This Agreement may be executed in two or more counterparts,
all of which taken together shall constitute one and the same agreement.

         Section 13. Post-Employment Benefits. (a) Upon any termination of the
employment of the Executive with the Company during the Employment Period as a
result of the Death or Disability of the Executive, or upon the termination of
the employment of the Executive with the Company at the expiration of the
Employment Period, (i) the Company shall amend any documents which govern any
unexercised stock options which were held by the Executive immediately prior to
any such termination of employment to provide that all such unexercised stock
options, to the extent not then exercisable, shall become immediately
exercisable and not forfeited as a result of such termination of employment, and
that all such unexercised stock options shall continue to be exercisable by the
Executive during the period of time from the date

                                      -15-
<PAGE>

of such termination of employment to and including the earlier to occur of the
respective dates on which such stock options terminate in accordance with the
terms of their grant or the third anniversary of any such termination of
employment; and (ii) during the ten-year period following the date of any such
termination of employment, the Company shall provide the Executive and his
spouse with substantially the same medical, life insurance and tax and financial
planning services benefits which were being provided by the Company to the
Executive and his spouse immediately prior to such termination of employment.

         (b)      Common Stock Transactions. The Company agrees to consider (but
shall not be obligated to accept) any reasonable proposals made by the Executive
to (i) repurchase some or all of the shares of common stock of the Company owned
by the Executive or (ii) allow the Executive to repay with shares of the common
stock of the Company, in whole or in part, any outstanding loans made by the
Company to the Executive under the Littelfuse Executive Loan Program.

         Section 14. Replacement of Existing Change of Control Employment
Agreement. This Agreement replaces and supercedes that certain Change of Control
Employment Agreement dated as of November 2, 2001, by and between the Company
and the Executive.

         IN WITNESS WHEREOF, the parties hereto have executed this Change of
Control Employment Agreement as of the day and year first above written.

                                               /s/ Howard B. Witt
                                               ---------------------------------
                                               Howard B. Witt

                                               LITTELFUSE, INC.

                                               By Kenneth R. Audino
                                                  ------------------------------
                                               Its Vice President, O/D & TQM

                                      -16-

</TEXT>
</DOCUMENT>
