LITTELFUSE, INC.

TECHNOLOGY COMMITTEE CHARTER

PURPOSE

The purpose of the Technology Committee is to assist the Board of Directors in fulfilling its oversight responsibilities for matters relating to technology and technology development as it relates to the Corporation’s business and products.

MEMBERSHIP

The Technology Committee shall consist of at least two members of the Board of Directors appointed from time to time by the Board of Directors. The Board of Directors may designate one of such members as the Chairman of the Committee.

RESPONSIBILITIES

The Technology Committee is formed to oversee and evaluate the technology strategy and programs of the Company. The responsibilities of the Technology Committee include the following:

• Review and discuss the scope, direction, quality, investment levels and execution of the technology strategies formulated by the Company’s management including review of the Company’s new product development program and metrics to ensure alignment with the Company’s strategic goals and targeted market segments;
• Review and discuss significant emerging technology issues and trends that may affect the Company, its business and strategy direction;
• Review with management the Company’s development of technology that will provide a sustainable competitive advantage, including the effectiveness of its technological efforts, investments in developing new products and review of the Company’s acquisition strategy;
• Evaluate external technologies that might be acquisition candidates and be a first pass for evaluating potential acquisitions or investments before taking to the full Board.
• Form and delegate authority to one or more subcommittees when appropriate;
• Perform any other activities consistent with this Charter, the Company’s Certificate of Incorporation and Bylaws, the Company’s Corporate Governance Guidelines and applicable law, as the Committee deems appropriate or as requested by the Board; and

GENERAL
MEETINGS

The Technology Committee shall meet at least once each quarter. The Committee may ask members of management and other advisors to attend meetings and provide pertinent information as necessary or advisable. A majority of the members shall constitute a quorum. A majority of the members present shall decide any matter brought before the Committee.

RESOURCES AND AUTHORITY OF THE TECHNOLOGY COMMITTEE

The Technology Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including, without limitation, the authority to select, retain, terminate and approve the fees and other retention terms of counsel and other experts, advisors or consultants as it deems appropriate in its sole discretion.

REPORTING TO THE BOARD OF DIRECTORS

The Technology Committee shall report its actions and any recommendations to the Board of Directors on a regular basis, preferably after each meeting of the Technology Committee at the quarterly full Board meetings.

REVIEW OF CHARTER

The Technology Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board of Directors for approval.

REVIEW OF COMMITTEE PERFORMANCE

The Technology Committee shall annually conduct an evaluation of its performance.