LITTELFUSE INC /DE
FORM OF CHANGE OF CONTROL EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>4
<FILENAME>c65808ex10-13.txt
<DESCRIPTION>FORM OF CHANGE OF CONTROL EMPLOYMENT AGREEMENT
<TEXT>
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                                                                  EXHIBIT 10.13





                                CHANGE OF CONTROL
                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT is made and entered into as of the 1st day of September,
2001, by and between LITTELFUSE, INC., a Delaware corporation (hereinafter
referred to as the "Company"), and KENNETH R. AUDINO (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 benefitting 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 September 1, 2006.




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         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



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         subsidiaries) in 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 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. 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,
disability, employee life, group life, accidental death and travel accident
insurance plans and


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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.

         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





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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 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.


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         (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 to, or is removed from,
         any elected office of the Company which the Executive held immediately
         prior to the Effective Date;

                  (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 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



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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. the 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 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


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         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; provided,
         however, that if the Executive would reach the age of 62 prior to the
         expiration of the Assumed Employment Period, no amounts shall be
         credited to the Account of the Executive under the SERP for any
         Valuation Date occurring after the date that the Executive reaches age
         62;

                  (iii) until the Executive attains the age of 62, the Company
         shall continue to provide medical insurance benefits to the Executive
         and/or the Executive's family at least equal to those which would have
         been provided to them in accordance with the medical 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
         insurance 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)  for a period of up to two (2) years after the Date of
         Termination, the Company shall provide outplacement services to the
         Executive for the purpose of assisting the Executive seek new
         employment at a cost to the Company not to exceed fifteen percent (15%)
         of the Executive's Annual Base Salary, payable directly to an
         outplacement service provider; provided, however, that the Company
         shall have no further obligations to pay for any such outplacement
         services once the Executive has accepted employment with any third
         party;

                  (v)   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
         expiration of twelve (12) months after the Date of Termination;


                  (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"); and

                  (vii) notwithstanding anything to the contrary contained in
         any employment agreement, benefit plan or other document, in the event
         the Executive's employment shall be terminated during the Employment
         Period by the Executive for Good Reason or by the Company other than
         for Cause or Disability, on and after the Date of Termination


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         the Executive shall not be bound or prejudiced by any non-competition
         agreement benefitting 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.

         (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.

         (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 (x) his Annual Base Salary through the Date of
Termination, (y) the amount of any compensation previously deferred by the
Executive, and (z) 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


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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.

         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 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.



                                      -11-


<PAGE>



         (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 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


                                      -12-


<PAGE>


                  (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
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




                                      -13-


<PAGE>


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.

         (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)


                                      -14-


<PAGE>


             Facsimile: (847) 824-3864
             Confirm:   (847) 391-0304

             If to the Executive:

             Kenneth R. Audino

             -------------------------

             -------------------------

             -------------------------

             Facsimile:
                        --------------
             Confirm:
                        --------------

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.



                                      -15-


<PAGE>


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

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



                                       ----------------------------------------
                                       Kenneth R. Audino


                                       LITTELFUSE, INC.



                                       By
                                       Its
                                           ------------------------------------




                                      -16-

</TEXT>
</DOCUMENT>
