BELFB Bel Fuse Inc

1.

Term. Subject to earlier termination pursuant to Section 5, the Executive’s employment pursuant to the terms of this Agreement shall be effective as of the Effective Date and shall continue for a period of three years thereafter (the “Initial Term”). Unless earlier terminated pursuant to Section 5, the term of employment shall be deemed to be automatically renewed and extended each year, upon the same terms and conditions, for an additional period of one year (each a “Renewal Term”), unless either party, at least one hundred and twenty (120) calendar days prior to the expiration of the Initial Term or any Renewal Term, as applicable, shall give written notice to the other of its or his intention not to renew such employment term (a “Non-Renewal Notice”). The period during which the Executive is employed by the Company hereunder, including Renewal Terms if applicable, is hereinafter referred to as the “Employment Term.”

2.

Position and Duties.

2.1

Position. During the Employment Term, the Executive shall serve as President and Chief Executive Officer of the Company, reporting solely to the Board of Directors of the Company (the “Board”). In such position, the Executive shall have the duties, authority, responsibility and privileges customarily associated with an executive occupying such role at a publicly-traded company, and shall have all powers and authority customarily associated with such role, or necessary and/or desirable to protect and advance the best interests of the Company and its subsidiaries.  Unless otherwise determined by the Board, the Executive shall also be Chief Executive Officer of each of the Company’s subsidiaries. During the Employment Term, the Board shall nominate the Executive for appointment to the Board, and recommend to shareholders, the appointment and reappointment of the Executive to the Board upon each successive conclusion of his term of service as a member of the Board. The Executive shall be indemnified by the Company for his services hereunder to the maximum extent permitted by the Company’s by-laws and shall be covered under any applicable directors’ and officers’ liability insurance policies on a basis no less favorable than other directors and executive officers of the Company are so covered.

2.2

Outside Activities. During the Employment Term, the Executive will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of his services to the Company either directly or indirectly without the prior written consent of the Board. Subject to the prior written consent of the Board, which shall not be unreasonably withheld, the Executive may participate on the board of directors of other companies so long as such participation does not create a conflict of interest with the Company or distract the Executive from his responsibilities hereunder.  Notwithstanding the foregoing, the Executive shall be permitted to (a) act or serve as a director, trustee, committee member, or principal of any type of civic or charitable organization, (b) manage the Executive’s passive personal investments, and (c) participate in the role with the entity that was previously approved by the Compensation Committee of the Board prior to the Effective Date provided that such role does not interfere or conflict with the Executive’s duties and responsibilities to the Company.

3.

Place of Performance. The principal place of the Executive’s employment shall be the Company’s principal executive office in West Orange, New Jersey. The Executive may work remotely from time to time as he determines appropriate in his business judgment.

4.

Compensation.

4.1

Base Salary. The Company shall pay the Executive an annual rate of base salary of $600,000 in accordance with the Company’s customary payroll practices and applicable wage payment laws. The Base Salary shall be reviewed no less frequently than annually by the Compensation Committee of the Board (the “Compensation Committee”) and shall be subject to such increases (but not decreases) as the Compensation Committee, in its discretion, deems appropriate.  The Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as the “Base Salary”.  

4.2

Annual Variable Compensation. The Executive shall be eligible for target annual variable compensation in the amount of $1,600,000, subject to possible increase in the discretion of the Compensation Committee based on any upward adjustment in the Executive’s Base Salary from time to time (such target annual variable compensation, as in effect from time to time, the “Target Annual Bonus”). The actual annual variable compensation earned for a year will be between zero percent (0%) and two hundred percent (200%) of the Target Annual Bonus, depending on the level of achievement of applicable goals established by the Compensation Committee, which may be based on a combination of individual and Company related performance objectives, each of which shall be determined in good faith by the Compensation Committee after consultation with the Executive. Any annual variable compensation determined by the Compensation Committee to have been earned by the Executive will be paid 50% in cash and 50% in the form of time-based restricted stock units (“RSUs”) and/or restricted shares awarded under the Company’s 2020 Equity Compensation Plan (or any successor plan) (the “Company Equity Plan”); provided, however, that the Compensation Committee reserves discretion to change such allocation of cash and RSUs/restricted shares from time to time. The number of RSUs and/or restricted shares will be based on the “Fair Market Value” (as defined under the Company Equity Plan) of the Company’s Class B common stock (“Class B Shares”) on the date the RSUs and/or restricted shares are awarded. RSUs and/or restricted shares will vest monthly over a period of three years from the date of each award.

4.3

Long-Term Performance Awards.  The Executive shall be eligible for an annual Long-Term Performance Award grant in amount equal to no less than $1,200,000, provided that the Compensation Committee shall have discretion to increase or decrease the Long-Term Performance Award grant amount for any year based on its evaluation of the Executive’s performance and/or such other factors the Compensation Committee deems appropriate. The Long-Term Performance Award shall be based on achievement of such performance objectives as the Compensation Committee in good faith deems appropriate, including without limitation objectives based on total shareholder return and/or other corporate and individual measures (including continued service). The Compensation Committee shall also determine the form of payment of each Long-Term Performance Award, which may be cash and/or equity (including RSUs and/or restricted shares with vesting conditions). The Compensation Committee’s determination of the Long-Term Performance Award, and payment thereof, shall be made within 2-1/2 months after the end of each calendar year, commencing with the year that includes the Effective Date.  

4.4

Promotion Award.  In recognition of the Executive’s promotion to Chief Executive Officer, upon the Agreement Date, the Executive shall be awarded RSUs and/or restricted shares under the Company Equity Plan with respect to a number of Class B Shares having a value of $1,500,000, determined based on the closing price of Class B Shares on the Agreement Date.  Such RSU and/or restricted shares award shall provide vesting terms under which one-third (1/3^rd) of the award shall vest on the first anniversary of the Effective Date and the remainder shall vest in installments of 1/24^th per month thereafter.  Notwithstanding anything contained in this Agreement to the contrary, such award shall be forfeited in full if the Executive fails to assume the role of Chief Executive Officer of the Company, including by reason of termination of employment for any reason, prior to the Effective Date.

4.5

Deferred Compensation.  The Executive shall be eligible to participate in the Bel Fuse Inc. Nonqualified Deferred Compensation Plan (the “DCP”) on terms no less favorable than any other senior executive of the Company. Notwithstanding anything contained in the DCP to the contrary, in addition to terms for accelerated vesting upon termination of employment due to death or “Disability” (as defined in the DCP) or upon a “Change in Control Event” (as defined in the DCP), the Executive’s account under the DCP attributable to Company credits shall 100% “cliff” vest upon the earlier to occur of (i) the Executive’s attainment of age 55 if Executive is then employed by the Company, or (ii) a “Change in Control Event” as defined by the DCP. Except as provided by Section 6.3 hereof, if the Executive terminates employment with the Company prior to the earlier of age 55 or a Change in Control Event (as defined by the DCP), and other than due to death or Disability (as so defined), the Executive’s account under the DCP attributable to Company credits shall be forfeited.  The Company reserves the right to amend or terminate the DCP at any time in its sole discretion.

4.6

Employee Benefits. During the Employment Term, the Executive shall be entitled to participate in all employee benefit plans, practices, and programs (including with respect to vacation days or paid time-off) maintained by the Company for the benefit of senior executives of the Company generally, as in effect from time to time (collectively, “Employee Benefit Plans”), to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or cancel any Employee Benefit Plan at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.

4.7

Perquisites; Transportation Allowance. During the Employment Term, the Executive shall be entitled to such fringe benefits and perquisites as are provided by the Company to other senior executives of the Company generally.  The Company will provide the Executive with an annual transportation allowance of $15,000 to be paid in accordance with regular pay practices.

4.8

Business Expenses. The Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by the Executive in connection with the performance of the Executive’s duties hereunder in accordance with the Company’s expense reimbursement policies and procedures.  In addition, the Company will reimburse the Executive for up to $10,000 of legal fees in connection with the review and negotiation of this Agreement.

5.

Termination of Employment. The employment relationship between the Executive and the Company created under this Agreement shall terminate before the expiration of the stated term of this Agreement under Section 2 upon the occurrence of any one of the following events:

5.1

Death.  The Executive’s employment shall be terminated effective on the death of the Executive.

5.2

Disability.  The Executive’s employment shall be deemed terminated in the event the Executive becomes “Disabled” (as defined herein).  The Executive shall be deemed “Disabled” for purposes of this Agreement if the Executive is unable to perform the essential functions of his position (with or without accommodation) due to physical or mental disability that (i) has continued for at least 120 days or (ii) exists for a cumulative total of at least 180 days during any 12-month period. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.  For avoidance of doubt, the definition of “Disability” under the DCP shall apply for purposes of determining benefits thereunder.

5.3

Termination by the Company for Cause.  The Company may terminate Executive’s employment hereunder for “Cause” (as defined below) at any time, subject to the notice requirements below.  For purposes of this Agreement, the term “Cause” shall mean the Executive’s (i) refusal (other than due to the Executive’s illness or incapacity) to perform the lawful duties required of, or assigned to, the Executive, as reasonably determined by the Board, (ii) fraud, embezzlement, or other intentional misappropriation of Company property or opportunity, (iii) gross negligence or willful misconduct, (iv) conviction of any crime involving moral turpitude or any felony, (v) material breach of this Agreement and/or any rule, policy, or practice of the Company, (vi) failure or refusal to cooperate in good faith with a governmental or internal investigation, or (vii) intentional violation of federal or state securities laws. Notwithstanding the foregoing, the Executive’s employment shall not be terminated for Cause, within the meaning of clauses (i), (v) or (vi) above unless written notice stating the basis for the termination is provided to the Executive and the Executive has had an opportunity to cure such matter (if the Board determines that it is curable) within thirty (30) days following such notice.  If the matter has not been cured (if curable) to the reasonable satisfaction of the Board, the Executive’s employment shall be terminated on the last day of such cure period (or upon notice of termination if there is no cure period). No action or inaction by the Executive shall be deemed Cause hereunder if done in good faith by the Executive upon the advice of the Company’s legal counsel or upon the directions of the Board.

5.4

Termination by the Company Without Cause.  The Company may terminate the Executive’s employment at any time other than for Cause upon thirty (30) days written notice to the Executive.

5.5

Termination by Executive for Good Reason.  The Executive may terminate his employment with “Good Reason” (as defined herein).  For purposes of this Agreement, the term “Good Reason” shall mean the occurrence of any of the following without the Executive’s prior written consent:

a.

a material diminution of the Executive’s authorities, duties, responsibilities, reporting line or title;

b.

a material reduction in Base Salary or target variable compensation opportunity unless a similar reduction applies to all senior executives of the Company on a percentage basis no worse for the Executive than compared to such other senior executives of the Company;

c.

a material breach of this Agreement by the Company;

d.

the relocation of the Executive’s principal office location to a location that is more than twenty-five (25) miles from the location on the Effective Date;

e.

a change in reporting structure so that (A) the Executive does not report solely and directly to the Board or (B) any employee of the Company or any of the Company’s subsidiaries does not report directly or indirectly to the Executive; or

f.

a failure by the Board to nominate the Executive for appointment (or reappointment, as applicable) to the Board and to recommend to the shareholders that he be so appointed (or reappointed).

5.6

Resignation by the Executive Without Good Reason. The Executive may terminate his employment without Good Reason upon one hundred and twenty (120) calendar days written notice to the Company.  The Company reserves the right to shorten the period of notice and/or to require the Executive to discontinue all or some of the Executive’s duties at any time after receipt of such notice.

5.7

Termination Compensation.  Upon termination of the Executive’s employment during the Employment Term, the Executive shall be entitled to the compensation and benefits described in Section 6 and shall have no further rights to any additional compensation or other benefits from the Company or any of its affiliates.

5.8

Resignation of All Positions. Upon termination of the Executive’s employment hereunder for any reason, the Executive shall be deemed to have resigned from all positions that the Executive holds as an officer or member of the Board (or a committee thereof) of the Company or any of its affiliates or as a fiduciary of any employee benefit plan maintained by the Company or any of its affiliates without the necessity of further action by the Company or the Executive.

6.

Separation Payments. 

6.1

Accrued Amounts. Regardless of the reason for the Executive’s termination of employment, including due to death or Disability (as defined in Section 5.2), the Executive (or his estate or dependents, as applicable, in the event of his death) shall be entitled to receive the following (collectively, the “Accrued Amounts”):

i.

any accrued but unpaid Base Salary;

ii.

to the extent provided by Company policy, accrued but unused paid time-off which shall be in accordance with the Company’s customary payroll procedures;

iii.

reimbursement for unreimbursed business expenses properly incurred by the Executive prior to the date of termination, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and

iv.

such employee benefits, if any, to which the Executive or the Executive’s dependents may be entitled under the Employee Benefit Plans as of the date of termination, including without limitation health continuation coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”).

6.2

Death or Disability. In the event that the Executive’s employment with the Company terminates due to death or Disability (as defined in Section 5.2), the Executive (or the Executive’s estate in the event of his death) shall be provided the Accrued Amounts to the extent applicable and, subject to the Executive’s (or the executor of the Executive’s estate in the event of the Executive’s death) execution and non-revocation of a release of claims in a form acceptable to the Company (provided that such release will be limited to claims as of the date of the release and shall not contain any post-employment covenants beyond those to which the Executive is already subject), and the Executive’s compliance (in the case of termination due to Disability) in all material respects with the terms of Sections 7, 8, 9 and 10 of this Agreement, a lump sum cash payment equal to the pro rata amount of the Target Annual Bonus under Section 4.2 hereof for the calendar year of termination (regardless of whether payable in cash or RSUs/restricted shares), based on the number of days the Executive was employed by the Company during such year divided by 365, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two-and-a-half (2-1/2) months following the end of the calendar year in which the Termination Date occurs, and full vesting of the Executive’s then current interest in the DCP payable in accordance with the terms of the DCP.

6.3

Involuntary Termination Prior to a Change in Control Event. If the Executive’s employment is terminated by the Company without Cause (including if the Executive’s employment terminates upon expiration of the Employment Term due to the Company’s issuance of a Non-Renewal Notice) or the Executive resigns for Good Reason (each as defined below), in each case prior to a “Change in Control Event” (as defined in the Company’s 2020 Equity Compensation Plan), then the Executive shall be entitled to receive (i) the Accrued Amounts, and (ii) subject to the Executive’s execution and non-revocation of a release of claims in a form acceptable to the Company (provided that such release will be limited to claims as of the date of the release and shall not contain any post-employment covenants beyond those to which the Executive is already subject) (the “Release”) and compliance with the terms of Sections 7, 8, 9 and 10 of this Agreement, the following:

a.

Severance pay in an amount equal to two times the sum of the Executive’s Base Salary and cash portion of the Target Annual Bonus, which shall be payable in installments in accordance with the Company’s normal payroll practices.  The first such installment shall be payable with the pay period following the date that the Release becomes effective; provided, however, that if the period for review and revocation of the Release spans two taxable years, such payment shall be made on the later of (i) the first pay period ending in the second of such taxable years or the first pay period after the Release becomes effective. The first such installment shall include all installments that would have been paid had severance payments commenced with the first pay period following the date of the Executive’s termination of employment;

b.

A lump sum cash payment equal to the pro rata amount of the Target Annual Bonus under Section 4.2 hereof for the calendar year of termination (regardless of whether payable in cash or RSUs/restricted shares), based on the number of days the Executive was employed by the Company during such year divided by 365, which shall be paid on the date that annual performance bonuses are paid to similarly situated executives, but in no event later than two-and-a-half (2-1/2) months following the end of the calendar year in which the Executive’s separation from service occurs;

c.

All equity awards outstanding as of the Executive’s termination of employment, including RSUs and/or restricted shares awarded in respect of variable compensation under Section 4.3 hereof and RSUs and/or restricted shares subject to the “Promotion Award” under Section 4.4 hereof, shall continue to vest in accordance with their applicable vesting schedules (though for avoidance of doubt no services by the Executive shall be required following the Executive’s date of termination), and with respect to such equity awards that are RSU and/or restricted share awards, the Class B Shares subject thereto shall be issued in accordance with the terms of such RSU and restricted share awards as and when such vesting occurs;

d.

All of the restricted shares of the Company’s Class B common stock awarded to the Executive pursuant to those certain Restricted Stock Award Agreements dated May 15, 2021 and November 15, 2022, respectively, shall, to the extent not previously vested, thereupon be fully vested and the restrictions applicable to all such shares shall thereupon lapse;

e.

The Executive’s interest in the DCP shall be fully vested and be payable in accordance with the terms of the DCP; and

f.

If the Executive timely and properly elects health continuation coverage under the Company’s group health plan pursuant COBRA, the Company shall pay directly or promptly reimburse the Executive on a monthly basis for the difference between the monthly COBRA premium paid by the Executive for the Executive and the Executive’s dependents and the monthly premium amount paid for such coverage by similarly situated active executives. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the eighteen-month anniversary of the Executive’s separation from service; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive obtains substantially similar coverage from another employer or other source. If the Executive maintains COBRA coverage through the eighteen-month anniversary of the Executive’s separation from service, the Company will continue such coverage for up to an additional six months either by continuing coverage on the same terms as COBRA or by reimbursing the Executive for coverage that is as comparable as possible under a health policy owned by the Executive. Notwithstanding the foregoing, if the Company’s payments under this Section 6.3(f) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the Company may provide such coverage in a manner as is necessary to comply with the ACA.

6.4.

Involuntary Termination on or Following a Change in Control Event. If the Executive’s employment is terminated by the Company without Cause (as defined below), including if the Executive’s employment terminates upon expiration of the Employment Term due to the Company’s issuance of a Non-Renewal Notice, or the Executive resigns with Good Reason (as defined below), in each case on or within twenty four (24) months following a “Change in Control Event” (as defined in the Company Equity Plan), then the Executive shall be entitled to receive (i) the Accrued Amounts, and (ii) subject to the Executive’s execution and non-revocation of a Release and compliance with the terms of Sections 7, 8, 9 and 10 of this Agreement, the following:

a.

A lump sum cash severance payment in an amount equal to three times the sum of the Executive’s Base Salary and cash portion of the Target Annual Bonus, which shall be paid with the pay period following the date that the Release becomes effective; provided, however, that if the period for review and revocation of the Release spans two taxable years, such payment shall be made on the later of (i) the first pay period ending in the second of such taxable years or the first pay period after the Release becomes effective;

b.

A lump sum cash payment equal to the pro rata amount of the Target Annual Bonus under Section 4.2 hereof for the calendar year of termination (regardless of whether payable in cash or RSUs/restricted shares), based on the number of days the Executive was employed by the Company during such year divided by 365, which shall be paid on the date that annual performance bonuses are paid to similarly situated executives, but in no event later than two-and-a-half (2-1/2) months following the end of the calendar year in which the Executive’s separation from service occurs;

c.

All equity awards outstanding as of the Executive’s termination of employment, including RSUs and/or restricted shares awarded in respect of variable compensation under Section 4.3 hereof and RSUs and/or restricted shares subject to the “Promotion Award” under Section 4.4 hereof, shall vest immediately; provided, however, if the acquirer in connection with the Change in Control Event does not assume or continue equity awards under the Company Equity Plan, then such equity awards shall vest immediately prior to the closing of the Change in Control Event;

d.

All of the restricted shares of the Company’s Class B common stock awarded to the Executive pursuant to those certain Restricted Stock Award Agreements dated May 15, 2021 and November 15, 2022, respectively, shall, to the extent not previously vested, thereupon be fully vested and the restrictions applicable to all such shares shall thereupon lapse;

e.

The Executive’s interest in the DCP shall be fully vested, to the extent not otherwise vested, and be payable in accordance with the terms of the DCP;

f.

The Company shall provide the Executive with continued healthcare coverage in accordance with Section 6.3(f) except that “eighteen” shall be substituted for “six” where the latter appears therein (for an aggregate of thirty-six months coverage); and

g.

The Executive will be provided outplacement services through an outplacement firm of Executive’s choosing, up to an aggregate of $25,000.

7.

Confidential Information.  

Confidential Information.  The Executive understands and agrees that during his employment with the Company he has had and will continue to have access to and/or possession of “Confidential Information” (as defined below), that the Executive will be entrusted with business opportunities of the Company, and that the Executive will be in a position to develop business goodwill on behalf of the Company.  For purposes of this Agreement, “Confidential Information” includes, but is not limited to:

a.

Technologies developed by the Company or any of its parents, subsidiaries, divisions or affiliates (collectively, “Company Entities”) and any research data or other documentation related to the development of such technologies, including, without limitation, all designs, improvements, product developments, discoveries and inventions, whether patentable or not, that are conceived, developed or acquired by the Executive, individually or in conjunction with others, during his employment;

b.

Trade secrets;

c.

All documents, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, E-mail, voice mail, electronic databases, maps, logs, drawings, models and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression that are conceived, developed or acquired by the Executive individually or in conjunction with others during the course of the Executive’s employment with the Company (whether during business hours or otherwise and whether on any Company Entity premises or otherwise) that relate to the Company Entities or their trade secrets, products or services;

d.

Customer lists and prospect lists developed by any Company Entity;

e.

Information regarding any Company Entity’s customers which the Executive acquired as a result of his employment with the Company, including but not limited to, customer contracts, work performed for customers, customer contacts, customer requirements and needs, data used by any Company Entity to formulate customer bids, customer financial information, and other information regarding the customer’s business;

f.

Information related to any Company Entity’s trade secrets, products or services, including but not limited to marketing strategies and plans, sales procedures, operating policies and procedures, pricing and pricing strategies, business plans, sales, profits, and other business and financial information of any Company Entity;

g.

Training materials developed by and utilized by any Company Entity; and

h.

Any other information that the Executive acquired as a result of his employment with the Company and which the Company Entities would not want disclosed to a business competitor or to the general public.

7.2.

Disclosure of Confidential Information.  The Executive agrees that he shall hold all Confidential Information of the Company Entities in trust for the Company Entities and shall not during or after his employment terminates for any reason:  (i) use the information for any purpose other than the benefit of the Company Entities; or (ii) disclose to any person or entity any Confidential Information of the Company Entities except as necessary during the Executive’s employment with the Company to perform services on behalf of the Company.  the Executive shall also take reasonable steps to safeguard such Confidential Information in the Executive’s possession or control to prevent its disclosure to unauthorized persons. Notwithstanding the foregoing, nothing in this Agreement shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, nor prohibit or restrict the Executive from, without notice to the Company, (i) initiating communications directly with or providing information to, responding to an inquiry from, or providing testimony before, the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), or any other self-regulatory organization, or any other federal or state regulatory authority, or (ii) otherwise engaging in activity protected by applicable whistleblower laws. The Executive may disclose Confidential Information to the minimum extent reasonably required in connection with defending against or asserting any claims in any legal proceeding between the Company and the Executive.

7.3

Return of Information.  Upon termination of employment, or at any earlier time as directed by the Company, the Executive shall immediately deliver to the Company any and all tangible Confidential Information in the Executive’s possession (including for avoidance of doubt any digital Confidential Information). The Executive acknowledges that such Confidential Information is the exclusive property of the Company Entities.  After the Executive delivers to the Company all tangible Confidential Information in the Executive’s possession, the Executive shall immediately delete all Confidential Information from any computer, cellular phone or other digital or electronic device owned by the Executive. In addition, upon termination of employment, or at any time earlier as directed by the Company, the Executive shall immediately deliver to the Company any property of the Company in the Executive’s possession. The Executive shall provide all Company access codes, passcodes, and administrator rights to the Company at any time during or after the Executive’s employment on demand. The Executive may retain a copy of his computer calendar, contacts list and any information need to file his personal tax returns.

8.

Assignment of Intellectual Property.

8.1

Creations. The Executive shall promptly disclose to the Company any invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during the course of his employment with the Company.  The Executive agrees that the Company owns any such Creations, and the Executive hereby irrevocably, absolutely, and unconditionally assigns to the Company all rights, title and interest in and to the Creations or portions thereof, including but not limited to, all copyrights, patents, and other proprietary and intellectual property rights and any and all goodwill associated therewith, as well as all moral rights that the Executive has or may acquire in and/or to the Creations, or any of them, including but not limited to any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use or subsequent modifications relating to the Creations. The Executive agrees to execute and deliver to Company at Company’s sole expense any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable in its discretion. These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during the course of the Executive’s employment with the Company.  The Company and the Executive understand that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information (“Executive Creations”) unless such Creation (i) relates in any way to the business or to the current or anticipated research or development of any of the Company Entities; or (ii) results in any way from his work at the Company.

8.2

Cooperation. The Executive agrees to reasonably cooperate with the Company, both during and after his employment with the Company, at the Company’s sole expense with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to Creations covered by Section 8.1 hereof.  The Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company, acting reasonably, may deem necessary or desirable in order to protect its rights and interests in any such Creations. The Executive further agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any officer of the Company shall be entitled to execute such papers as his agent and attorney-in-fact and the Executive hereby irrevocably designates and appoints each officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any such Creations, under the conditions described in this paragraph, all to the exclusion of the Executive’s Creations.

9.

Non-Competition, Non-Solicitation Covenants.  In consideration for (i) the Company’s promise to provide Confidential Information to the Executive and the Executive’s return promise to hold the Company’s Confidential Information in trust, (ii) the substantial economic investment made by the Company in the Confidential Information and goodwill of the Company, and the business opportunities disclosed or entrusted to the Executive, (iii) the compensation and other benefits provided by the Company to the Executive, and (iv) the Company’s employment of the Executive pursuant to this Agreement, and to protect the Company’s Confidential Information, customer relationships, and goodwill, the Executive agrees as follows:

Non-Competition. During the Executive’s employment and for a period of twelve months following the termination of the Executive’s employment, regardless of the reason for such termination (the “Restricted Period”), the Executive shall not, anywhere in the world, directly or indirectly, own, manage, operate, control, consult with, be employed by, participate in the ownership, management, operation or control of, or otherwise render services to or engage in, any business engaged in or competitive with the business(es) conducted by the Company or any other Company Entity during the Executive’s employment or with respect to which the Company or any other Company Entity has or had under development during the Employment Term; provided, that the Executive’s passive ownership of (i) securities of 2% or less of any publicly traded class of securities of a public company and (ii) investment in hedge, private equity and mutual funds or similar investment vehicles shall not violate the foregoing restriction.

9.2

Non-Solicitation of Service Providers, Customers.  During the Executive’s employment and during the Restricted Period, other than in connection with his authorized duties under this Agreement, the Executive shall not, directly or indirectly, either as a principal, manager, agent, employee, consultant, officer, director, stockholder, partner, investor, owner, or lender or in any other capacity, and whether personally or through other persons or entities:

a.

solicit, hire, recruit or attempt to persuade any person to terminate or materially diminish such person’s employment with or engagement by the Company or any Company Entity, regardless of whether or not such person is an employee or contractor, whether such person is full-time or part-time, whether or not such employment is pursuant to a written agreement or is at-will, and whether or not the Executive initiated the discussion or sought out the contact; or

b.

solicit, contact or attempt to persuade any current or prospective customer of the Company to terminate or materially alter such customer’s or prospective customer’s relationship with the Company; or

c.

solicit or assist in the solicitation of any current or prospective customer to induce or attempt to induce any such customer or prospective customer to purchase or contract for any Competing Services. “Competing Services” means any product, service, or process or the research or development thereof, of any person or entity other than the Company or any Company Entity that directly competes, in whole or part, with a product, service, or process, including the research and development thereof, of the Company.

10.

Non-Disparagement. The Executive agrees and covenants that the Executive will not at any time, both during and after the Executive’s employment with the Company, make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company Entities or their businesses, or any of their employees, officers, and existing and prospective customers, suppliers, investors and other associated third parties. This Section 10 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order, including the Executive’s right to engage in protected activity under the National Labor Relations Act, government whistleblower programs and whistleblowing statutes or regulations. The Executive may testify truthfully in any legal proceeding between the parties and may provide performance reviews for Company personnel in the ordinary course, in each case without being in violation of this Section 10.

11.

Remedies.  

11.1

Injunctive Relief. The Executive acknowledges that, in view of the nature of the business of the Company Entities and his position with the Company, the restrictions contained in Sections 7, 8, 9 and 10 of this Agreement, are reasonable and necessary to protect the legitimate business interests of the Company Entities, including their Confidential Information and goodwill, and that any violation of Sections 7, 8, 9 and 10 of this Agreement will result in irreparable injury to the Company Entities.  Accordingly, in the event of a breach or threatened breach by the Executive of Sections 7, 8, 9 and 10 of this Agreement, the Company may seek a temporary restraining order and injunctive relief restraining the Executive from the commission of any breach (without being obligated to post a bond or other collateral). Nothing contained in this Agreement shall be construed as prohibiting the Company from pursuing any other remedies available to it for any breach or threatened breach, including, without limitation, the recovery of money damages.  The existence of any claim or cause of action by the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of Sections 7, 8, 9 and 10 of this Agreement.    

11.2

Reformation.  The Executive acknowledges that the restrictions imposed by this Agreement are legitimate, reasonable and necessary to protect the Company’s investment in its Confidential Information, businesses, customer relationships and the goodwill thereof.  The Executive acknowledges that the scope and duration of the restrictions contained herein are necessary and reasonable in light of the Executive’ position with the Company, the Executive’s reputation in the markets for the Company’s business and the Executive’s relationship with the suppliers, customers and clients of the Company obtained through the Executive’s employment with the Company.  Nonetheless, the courts shall be entitled to modify the duration and scope of any restriction contained herein to the extent such restriction would otherwise be unenforceable, and such restriction as modified shall be enforceable.  For purposes of Section 9, the Restricted Period shall not expire and shall be tolled during any period in which the Executive is in violation of Section 9, and therefore such Restricted Period under Section 9 shall be extended for a period equal to the duration of my violations thereof.

11.3

Further Acknowledgments.  The Executive acknowledges and agrees that the foregoing restrictions of Sections 7, 8, 9 and 10 of this Agreement are (i) supported by valuable consideration; (ii) do not impose any restraint that is greater than is required for the protection of the Company and the other Company Entities; (iii) does not and will not impose an undue hardship on the Executive; and (iv) imposes only those restrictions that are appropriate in light of the valuable consideration given in support of this Agreement.  The Executive further acknowledges and confirms that he has been represented by counsel in reviewing, negotiating and accepting all terms and conditions of this Agreement, including in particular the restrictions set forth in Sections 7, 8, 9 and 10 of this Agreement.

12.

Governing Law: Jurisdiction and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of the State of New Jersey without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the State of New Jersey. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

13.

Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter, including without limitation the Prior Employment Agreement and the Employee Intellectual Property and Confidential Information Agreement dated December 7, 2020 executed by the Executive. The parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement.

14.

Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and by a person specifically authorized by the Board to amend or modify this Agreement. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the parties in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

15.

Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

16.

Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

17.

Section 280G.  

17.1

Notwithstanding any other provisions of this Agreement to the contrary, in the event that it shall be determined that any payment or distribution 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 (a “Payment”) would be nondeductible by the Company for federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall reduce the aggregate present value of the Payments under this Agreement to the “Reduced Amount” (as defined below) if, and only if, reducing the Payments under this Agreement will provide the Executive with a greater net after-tax amount than would be the case if no such reduction was made, taking into account the applicable federal, state, local and foreign income, employment and other taxes, including the excise tax imposed by Section 4999 of the Code. If a reduction in the Payments is necessary, such reduction shall occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to the Executive. Within any such category of payments and benefits (that is, clauses (1), (2), (3) or (4) of this Section 12(a)), a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code (“Section 409A”) and then with respect to amounts that are. The “Reduced Amount” shall be an amount expressed in present value that maximizes the aggregate present value of Payments under this Agreement without causing any Payment to be nondeductible by the Company because of Section 280G of the Code.

All determinations to be made under this Section 17 shall be made at the Company’s expense by a firm of certified public accountants of national standing selected by the Company (the “Accounting Firm”) which may be the firm regularly auditing the financial statements of the Company. The Company and the Executive shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably require in order to make a determination under this Section 17. In making its determinations hereunder, the Accounting Firm shall apply reasonable, good faith interpretations regarding the applicability of Sections 280G and 4999 of the Code, along with any other applicable portions of the Code or other tax laws.

18.

Section 409A.

18.1

General Compliance. This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.  If any provision of this Agreement is determined in good faith by the parties to be noncompliant with Section 409A, then the parties will negotiate such modifications to the noncompliant terms to make them compliant (if feasible), preserving, to the maximum extent possible, the original economic intent of the parties under this Agreement.

18.2

Specified Employees. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with his termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Termination Date or, if earlier, on the Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

Reimbursements. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following:

a.

the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;

b.

any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and

c.

any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

19.

Clawback Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based or other compensation paid to the Executive under this Agreement or any other agreement or arrangement with the Company (whether in existence as of the Effective Date or later adopted) which is subject to recovery under any law, government regulation, or stock exchange listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation, or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement). The Board will make any determination for clawback or recovery in its sole good faith discretion and in accordance with any applicable law or regulation.

20.

Withholding. The Company shall have the right to withhold from any amount payable hereunder any Federal, state, and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.

21.

Publicity. The Executive hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives and licensees, of the Executive’s name, voice, likeness, image, appearance, and biographical information in, on or in connection with any pictures, photographs, audio and video recordings, digital images, websites, television programs and advertising, other advertising and publicity, sales and marketing brochures, books, magazines, other publications, CDs, DVDs, tapes, and all other printed and electronic forms and media throughout the world, at any time during or after the Employment Term, for all legitimate commercial and business purposes of the Company (“Permitted Uses”) without further consent from or royalty, payment, or other compensation to the Executive. The Executive hereby forever waives and releases the Company and its directors, officers, employees, and agents from any and all claims, actions, damages, losses, costs, expenses, and liability of any kind, arising under any legal or equitable theory whatsoever at any time during or after the Employment Term, arising directly or indirectly from the Company’s and its agents’, representatives’, and licensees’ exercise of their rights in connection with any Permitted Uses.

22.

Stock Ownership Requirements. During the Employment Term, the Executive shall maintain ownership of the Company’s common stock to the extent required by executive ownership guidelines established by the Board or a committee thereof from time to time.

23.

Successors and Assigns. This Agreement is personal to the Executive and shall not be assigned by the Executive. Any purported assignment by the Executive shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and permitted successors and assigns.

24.

Notice. Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, or by overnight carrier to the parties at the addresses set forth below (or such other addresses as specified by the parties by like notice):

25.

Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.

26.

Acknowledgement of Full Understanding. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.

BEL FUSE INC.

By: /s/ Lynn Hutkin

Name: Lynn Hutkin

Title:   Vice President of Financial Reporting and Investor Relations

EXECUTIVE

Signature: /s/ Farouq Tuweiq

Print Name: Farouq Tuweiq

FOR IMMEDIATE RELEASE

Bel Fuse Inc.

300 Executive Drive

Suite 300

West Orange, NJ 07052

www.belfuse.com

tel 201.432.0463