ex_10d.htm


    CTS
      Corporation

    Form
      10-Q

    
      Third
        Quarter 2007

    

    
      

      

    

    


    EXHIBIT
      (10)(d)

    


    CTS
      CORPORATION

    INDIVIDUAL
      EXCESS BENEFIT RETIREMENT PLAN

     

    Adopted
      Effective as of __________________

     

    ARTICLE
      I

     

    


     

    Purpose

     

    1.01  Purpose.  It
      is the intention of CTS Corporation (the “Company”) to maintain appropriate
      levels of retirement benefits for employees of the Company or any of its
      subsidiaries who are entitled to benefits under the CTS Corporation Pension
      Plan
      (the “Pension Plan”).  This Plan is intended to maintain the level of
      total retirement benefits which, but for the limitations on annual benefits
      and
      compensation under the Internal Revenue Code of 1986, as amended, (the “Code”)
      would otherwise be payable under the provisions of the Pension Plan and to
      provide a competitive level of retirement benefits to an individual who is
      a
      member of a select group of management or a highly compensated
      executive.

     

    1.02  Effective
      Date.  This Plan is effective as of _______________, 2007 (the
“Effective Date”).  The benefit payable under this Plan shall be in
      substitution for and in lieu of any benefit earned by the Member under the
      CTS
      Corporation [1996/2003] Excess Benefit Retirement Plan (the “[1996/2003] Plan”),
      and the Member shall have no claim to any benefit under or determined under
      the
      provisions of the [1996/2003] Plan.

     

    ARTICLE
      II

     

    


     

    Definitions

     

    2.01  Member.  [                                           ]
      shall be referred to herein as the “Member.”

     

    2.02  Capitalized
      Terms.  Capitalized terms used herein which are not defined shall
      have the meanings set forth in the Pension Plan.

     

    ARTICLE
      III

     

    


     

    Benefits

     

    3.01  Retirement
      Benefit.  The Member shall be entitled to receive a Retirement
      Benefit as described herein.  The amount of the Retirement Benefit
      which the Member is eligible to receive under this Plan upon separation from
      service (as defined by Section 409A of the Code) with the Company shall be
      equal
      to the actuarial present value of the excess of (a) over (b):

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    (a)  The
      benefit which the Member would be entitled to receive under the terms of the
      Pension Plan in the form of a single life annuity beginning on the first day
      of
      the month following the Member’s attainment of age 55 or, if later, the first
      day of the month coinciding with or next following the date the Member’s
      separation from service with the Company occurs if:

     

    
      	
              (i)  

            	
              the
                percentage of “Compensation” (as defined in the Pension Plan) used in
                determining the Member’s benefit under the applicable provision of
                Section 6 of the Pension Plan was determined as follows, based on the
                date of the Member’s separation from service with the
                Company:

            


    

     

    
      	 	
               

              Date
                of Separation from Service

            	
              Applicable
                Percentage

            	 
	 	
              Prior
                to July 1, 2008

            	
              [           ]%

            	 
	 	
              July 1,
                2008 to June 30, 2009

            	
              [           ]%

            	 
	 	
              July
                1, 2009 to June 30, 2010

            	
              [           ]%

            	 
	 	
              July
                1, 2010 to June 30, 2011

            	
              [           ]%

            	 
	 	
              After
                June 30, 2011

            	
              [           ]%

            	 


    

    


    
      	
              (ii)  

            	
              the
                “Credited Service” (as defined in the Pension Plan) used in determining
                the Member’s benefit under the applicable provision of Section 6 of
                the Pension Plan is limited to a maximum of 30 years;
                and

            


    

     

    
      	
              (iii)  

            	
              such
                benefit were computed without giving effect to the limitations then
                currently imposed by Code Section 401(a)(17) and Code
                Section 415(b) and regulations thereunder and without regard to the
                benefit accrual determined under Section 6.13 of the Pension
                Plan.

            


    

     

    The
      benefit determined under the foregoing provisions of this Section 3.01(a) shall
      not be less than the benefit determined under Section 3.01(a) of the [1996/2003]
      Plan, determined as if the Member had incurred a separation from service with
      the Company on the date that this Plan is adopted by the Company, and payable
      in
      the form of a single life annuity beginning on the first day of the month
      following the Member’s attainment of age 55 or, if later, the first day of the
      month coinciding with or next following the date the Member’s separation from
      service with the Company occurs.

     

    (b)  The
      amount of benefit which the Member would actually be entitled to receive under
      the Pension Plan if the Member received a single life annuity beginning on
      the
      first day of the month following the Member’s attainment of age 55 or, if later,
      the first day of the month coincident with or next following the date the
      Member’s separation from service with the Company occurs.

     

    3.02  Pre-Retirement
      Death Benefit.  If the Member dies before receiving the Retirement
      Benefit and the Member is survived by a Spouse, the Spouse shall be entitled
      to
      receive a Pre-Retirement Death Benefit which shall be equal to the actuarial
      present value of the excess of (a) over (b):

     

    (a)  The
      Pre-Retirement Survivor Annuity benefit which the surviving Spouse of the Member
      would be entitled to receive under the Pension Plan, beginning as of the first
      day of the month following the date the Member would have attained age 55 or,
      if
      later, the first day of the month coinciding with or next following the date
      of
      the Member’s death, if:

     

    
      	
              (i)  

            	
              the
                percentage of “Compensation” (as defined in the Pension Plan) used in
                determining the Member’s benefit under the applicable provision of
                Section 6 of the Pension Plan was determined as follows, based on the
                date of the Member’s separation from service with the
                Company:

            


    

     

    
      	 	
               

              Date
                of Separation from Service

            	
              Applicable
                Percentage

            	 
	 	
              Prior
                to July 1, 2008

            	
              [           ]%

            	 
	 	
              July 1,
                2008 to June 30, 2009

            	
              [           ]%

            	 
	 	
              July
                1, 2009 to June 30, 2010

            	
              [           ]%

            	 
	 	
              July
                1, 2010 to June 30, 2011

            	
              [           ]%

            	 
	 	
              After
                June 30, 2011

            	
              [           ]%

            	 


    

    


    
      	
              (ii)  

            	
              the
                “Credited Service” (as defined in the Pension Plan) used in determining
                the Member’s benefit under the applicable provision of Section 6 of
                the Pension Plan is limited to a maximum of 30 years;
                and

            


    

     

    
      	
              (iii)  

            	
              the
                Member’s benefit were computed without giving effect to the limitations
                then currently imposed by Code Section 401(a)(17) and Code
                Section 415(b) and regulations thereunder and without regard to the
                benefit accrual determined under Section 6.13 of the Pension
                Plan.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    The
      benefit determined under the foregoing provisions of this Section 3.02(a) shall
      not be less than the Spouse’s benefit determined under Section 3.01(a) of the
      [1996/2003] Plan, determined as if the Member had died on the date that this
      Plan is adopted by the Company and payable on the first day of the month
      following the date the Member would have attained age 55 or, if later, the
      first
      day of the month coinciding with or next following the date of the Member’s
      death.

     

    (b)  The
      Pre-Retirement Survivor Annuity benefit which the surviving Spouse would be
      entitled to receive under the Pension Plan, beginning as of the first day of
      the
      month following the date the Member would have attained age 55 or, if later,
      the
      first day of the month coinciding with or next following the date of the
      Member’s death.

     

    3.03  Pre-Retirement
      Death without a Surviving Spouse.  If the Member dies before
      receiving the Retirement Benefit and the Member is not survived by a Spouse,
      there shall be no benefit payable under this Plan, or any predecessor
      plan(s).

     

    3.04  Payment
      of the Retirement Benefit.  Payment of the Retirement Benefit
      shall be accomplished by means of an unfunded payment to the Member directly
      from the Company.  The Retirement Benefit shall be payable in the form
      of a single lump sum cash payment, and shall be payable on the later of (a)
      the
      second Tuesday of the seventh calendar month next following the date on which
      the Member’s separation from service with the Company occurs or (b) the first
      day of the month coinciding with or next following the Member’s attainment of
      age 55.  Actuarial present values shall be determined using the
      actuarial assumptions employed under the Pension Plan for lump sum cashouts
      for
      the Plan Year containing the date of the Member’s separation from service with
      the Company.

     

    In
      addition to and coincident with the Retirement Benefit payment, if the Member’s
      payment date is determined under clause (a) above, the Company shall pay an
      amount equal to the interest accrued on the Retirement Benefit for the period
      between the first day of the month next following the later of (x) the date
      of
      the Member’s separation from service with the Company or (y) the date the Member
      attained age 55, and the date of payment.  The interest rate shall be
      equal to the lump sum interest rate assumption used to calculate the Retirement
      Benefit.

     

    Notwithstanding
      anything to the contrary in this Plan, in the event that the Member becomes
      disabled as defined by Section 409A of the Code prior to the Member’s separation
      from service with the Company, the Retirement Benefit shall be distributed
      to
      the Member 90 days after the determination of the Member’s disability, and in
      such event no interest shall be payable on the Retirement Benefit.

     

    3.05  Payment
      of the Pre-Retirement Death Benefit.  Payment of the
      Pre-Retirement Death Benefit shall be accomplished by means of an unfunded
      payment directly from the Company to the Member’s surviving
      Spouse.  Such payment shall be made as soon as practicable within 90
      days after the date of the Member’s death or, if later, on the first day of the
      month coinciding with or next following the date the Member would have attained
      age 55.  Actuarial present values shall be determined using the
      actuarial assumptions employed under the Pension Plan for lump sum cashouts
      for
      the Plan Year containing the date of the Member’s death.

     

    3.06  Change
      in Control.  Notwithstanding any other provision of the Plan, if
      (a) a Member incurs a separation from service with the Company following a
      Change in Control (as defined in Appendix A to the Plan) and (b) as a result
      of
      such separation from service the Member becomes entitled to change in control
      severance benefits under any severance agreement between the Company and the
      Member, the Member’s Retirement Benefit shall be paid on the second Tuesday of
      the seventh calendar month following the date on which the Member’s separation
      from service with the Company occurs.  For purposes of calculating the
      Retirement Benefit, the Member shall be considered to be fully vested in both
      his or her benefit under this Plan and his or her benefit under the Pension
      Plan.  Actuarial present values shall be determined using the
      actuarial assumptions employed under the Pension Plan for lump sum cashouts
      for
      the Plan Year containing the date of the Member’s separation from service with
      the Company.

     

    In
      addition to and coincident with the Retirement Benefit payment, if the Member’s
      payment date is after the date the Member attains age 55, the Company shall
      pay
      an amount equal to the interest accrued on the Retirement Benefit for the period
      between the first day of the month next following the later of (x) the date
      of
      the Member’s separation from service with the Company or (y) the date the Member
      attained age 55, and the date of payment.  The interest rate shall be
      equal to the lump sum interest rate assumption used to calculate the Retirement
      Benefit.

     

    3.07  Section 409A
      of the Code.  To the extent applicable, it is intended that this
      Plan be in full compliance with Section 409A of the Code.  This
      Plan shall be construed in a manner to give effect to such
      intention.  Reference to Section 409A of the Code is to
      Section 409A of the Internal Revenue Code of 1986, as amended, and will
      also include any proposed, temporary or final regulations, or any other
      guidance, promulgated with respect to such Section by the U.S. Department of
      the
      Treasury or the Internal Revenue Service.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    ARTICLE
      IV

     

    


     

    Authority
      of Committee

     

    4.01  Committee.  The
      Plan shall be approved and administered by the Compensation Committee of the
      CTS
      Corporation Board of Directors (the “Committee”).

     

    4.02  Authority
      of Committee.  The Committee shall have authority to control,
      delegate and manage the operation and administration of the Plan, including
      all
      rights and powers necessary or convenient to the carrying out of its functions
      hereunder, whether or not such rights and powers are specifically enumerated
      herein.

     

    Without
      limiting the foregoing, and in addition to the other powers set forth in this
      Article IV, the Committee shall have the following express
      authorities:

     

    (a)  To
      construe and interpret the Plan and determine the amount, manner and time of
      payment of any Benefits hereunder;

     

    (b)  To
      prescribe procedures to be followed by the Member or Spouse filing any requests
      or applications in connection with benefits hereunder;

     

    (c)  To
      prepare and distribute, in such manner as the Committee determines to be
      appropriate, information explaining the Plan;

     

    (d)  To
      receive from the Company and from the Member and Spouse such information as
      shall be necessary for the proper administration of the Plan;

     

    (e)  To
      furnish the Company, upon request, such annual and other reports with respect
      to
      the administration of the Plan as are reasonable and appropriate;

     

    (f)  To
      resolve all questions and make all factual determinations relating to any matter
      for which it has administrative responsibility; and

     

    (g)  To
      delegate to the CTS Corporation Benefit Plan Administration Committee such
      administrative powers and duties as it deems appropriate.

     

    4.03  Disqualification
      of Committee Member.  No member of the Committee or delegate of
      the Committee shall vote upon any question or exercise any discretion under
      the
      Plan relating specifically to himself or his Spouse.

     

    4.04  Records
      and Reports.  The Committee shall take all such action as it deems
      necessary or appropriate to comply with any laws or regulations now or hereafter
      in existence relating to the maintenance of records, notifications or
      registrations.

     

    ARTICLE
      V

     

    


     

    Amendment
      or Termination

     

    The
      Company intends the Plan to be permanent, but, subject to Section 3.06,
      reserves the right, at any time, to modify, amend or terminate the Plan,
      provided, however, that no termination, amendment or modification of or to
      the
      Plan may, without written approval of the Member, reduce the total benefit
      payable under this Plan or the Pension Plan, assuming the Member retired, died
      or otherwise incurred a separation from service with the Company as of the
      effective date of such termination, amendment or modification.  The
      Plan shall terminate automatically upon payment of all amounts due
      hereunder.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    ARTICLE
      VI

     

    


     

    Miscellaneous

     

    6.01  No
      Guarantee of Employment.  Neither the creation of this Plan nor
      anything contained herein shall be construed (a) to give the Member the
      right to remain in the employ of the Company or any of its subsidiaries,
      (b) to give the Member or Spouse any benefits not specifically provided by
      the Plan, or (c) to modify, in any manner, the right of the Company or any
      of its subsidiaries to modify, amend, or terminate any of its employee benefit
      plans.

     

    6.02  Rights
      of the Member and Spouse.  Payment of benefits to which any Member
      or Spouse is entitled shall be made only to such Member or
      Spouse.  The expectation of such benefits shall not be assignable by
      the Member or Spouse or by operation of law, or be subject to reduction for
      the
      debts or defaults of such Member or Spouse whether to the Company or to others,
      or be subject to execution or attachment.  The preceding sentence
      shall not apply to portions of benefits applied at the direction of the person
      eligible to receive such benefits to the payment of premiums on life or health
      insurance provided under any Company program, or to the withholding of federal
      income taxes.

     

    6.03  Payments
      in Event of Final Determination.  Notwithstanding any other
      provision of the Plan to the contrary, if any amounts accrued under the Plan
      by
      a Member or Spouse are found in a final determination to have been includible
      in
      the gross income of the Member or Spouse prior to the payment of such amounts
      to
      the Member or Spouse as a result of the failure to comply with Section 409A
      of
      the Code, then to the maximum extent permitted by Section 409A of the Code
      without incurring penalty taxes thereunder, the Company will pay such amounts
      to
      or on behalf of the Member or Spouse as soon as practicable within 90 days
      after
      the date of the final determination.  Such payment may not exceed the
      amount required to be included in income as a result of the failure to comply
      with the requirements of Section 409A of the Code.  For purposes of
      the Plan, a “final determination” means (i) an assessment of tax by the
      Internal Revenue Service addressed to the Member or Spouse which is not timely
      appealed to the courts, (ii) a final determination by the United States Tax
      Court or any other federal court, the time for an appeal thereof having expired
      or been waived, or (iii) an opinion of counsel to the Company with respect
      to a change in any applicable law, regulation or ruling, in each case to the
      effect that amounts accrued under the Plan are subject to federal income tax
      to
      the Member or Spouse prior to payment.  No final determination will be
      deemed to have occurred until the Committee has actually received a copy of
      the
      assessment, court order or opinion which forms the basis thereof and such other
      documents as it may reasonably request.

     

    6.04  Claims
      Procedure.

     

    (a)  If
      the
      Member or Spouse does not receive the benefits which the Member or Spouse
      believes he or she is entitled to receive under the Plan, the Member or Spouse
      may file a claim for benefits with the Committee.  All claims must be
      made in writing and be signed by the claimant.  If the claimant does
      not furnish sufficient information to enable the Committee to process the claim,
      the Committee will indicate to the claimant any additional information which
      is
      required.

     

    (b)  Each
      claim will be approved or disapproved by the Committee within 90 days following
      the receipt of the information necessary to process the claim, or within 180
      days if the Committee determines that special circumstances require an extension
      of the 90-day period and the claimant is notified of the extension within
      the-original 90-day period.  In the event the Committee denies a claim
      for benefits in whole or in part, the Committee will notify the claimant in
      writing of the adverse determination.  Such notice by the Committee
      will also set forth, in a manner calculated to be understood by the claimant,
      the specific reason or reasons for the adverse determination, reference to
      the
      specific Plan provisions on which the determination is based, a description
      of
      any additional material or information necessary to perfect the claim with
      an
      explanation of why such material or information is necessary and an explanation
      of the Plan’s claim review procedure as set forth in
      Section 6.04(c).

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (c)  A
      claimant may appeal an adverse benefit determination by requesting a review
      of
      the decision by the Committee or a person designated by the
      Committee.  An appeal must be submitted in writing within 60 days
      after receiving notification of the adverse determination and must
      (i) request a review of the claim for benefits under the Plan,
      (ii) set forth all of the grounds upon which the claimant’s request for
      review is based and any facts in support thereof, and (iii) set forth any
      issues or comments which the claimant deems pertinent to the
      appeal.  The claimant will be given the opportunity to submit written
      comments, documents, records and other information relating to the claim for
      benefits and will be provided, upon written request and free of charge,
      reasonable access to and copies of all documents, records and other information
      relevant to the claim for benefits, provided the Committee finds the requested
      documents or materials are relevant to the appeal.  The Committee or
      the person designated by the Committee will make a full and fair review of
      each
      appeal and any materials submitted by the claimant relating to the claim,
      without regard to whether the information was submitted or considered in the
      initial determination.  On the basis of its review, the Committee or
      person designated by the Committee will make an independent determination of
      the
      claimant’s eligibility for benefits under the Plan.  The Committee or
      the person designated by the Committee will act upon each appeal within 60
      days
      after receipt thereof unless special circumstances require an extension of
      the
      time for processing, in which case the Committee will notify the claimant within
      the initial 60-day period of such special circumstances and will render a
      decision as soon as possible but not later than 120 days after the appeal is
      received.  The decision of the Committee or person designated by the
      Committee on any claim for benefits will be final and conclusive upon all
      parties thereto.  In the event the Committee or person designated by
      the Committee denies an appeal in whole or in part, it will give written notice
      of the determination to the claimant.  Such notice will set forth, in
      a manner calculated to be understood by the claimant, the specific reason or
      reasons for the adverse determination, reference to the specific Plan provisions
      on which the determination is based, a statement that the claimant is entitled
      to receive, upon request and free of charge, access to and copies of all
      documents, records and other information relevant to the claim and a statement
      of the claimant’s right to bring an action under
      section 502(a) of the Employee Retirement Income Security Act
      of 1974, as amended (“ERISA”), if applicable.

     

    6.05  Expenses
      and Indemnity.  All expenses and fees incurred in connection with
      the administration of the Plan will be paid by the Company.  To the
      fullest extent permitted by applicable law, the Company will indemnify and
      save
      harmless the Committee, the Board and any delegate of the Committee who is
      an
      employee of the Company and any officers and employees of the Company against
      any and all expenses, liabilities and claims, including legal fees to defend
      against such liabilities and claims, arising out of their discharge in good
      faith of responsibilities under or incident to the Plan, other than expenses
      and
      liabilities arising out of willful misconduct.  Without limiting the
      generality of the foregoing, the Company will, promptly upon request, advance
      funds to persons entitled to indemnification hereunder to the extent necessary
      to defray legal and other expenses incurred in the defense of such liabilities
      and claims, as and when incurred.  This indemnity will not preclude
      such further indemnities as may be available under insurance purchased by the
      Company or provided by the Company under any bylaw, agreement or
      otherwise.

     

    6.06  Withholding.  There
      will be deducted from each payment made under the Plan all taxes which are
      required to be withheld by the Company in respect to such payment.

     

    6.07  Receipt
      or Release.  Any payment to the Member or the Member’s Spouse in
      accordance with the provisions of the Plan will, to the extent thereof, be
      in
      full satisfaction of all claims against the Committee and the Company with
      respect to the amount paid.  Except in the case of payments due to the
      death of the Member, no payments shall be made under Article III unless the
      Member has executed and delivered to the Company a Release Agreement
      substantially in the form attached to the Plan as Appendix B and such release
      has become effective and irrevocable in accordance with its terms no later
      than
      the date of payment.  Notwithstanding the foregoing, if the Release
      Agreement has not been executed and all periods for revocation expired prior
      to
      the date of payment, Executive will forfeit the payments prescribed by Article
      III above.  The Committee will provided the Release Agreement to the
      Member within 5 days following the Member’s separation from
      service.

     

    6.08  Payments
      on Behalf of Persons Under Incapacity.  In the event that any
      amount or distribution becomes payable under the Plan to a person who, in the
      sole judgment of the Committee, is considered by reason of physical or mental
      condition to be unable to give a valid receipt therefor, the Committee may
      direct that such distribution or payment be made to any person found by the
      Committee, in its sole judgment, to have assumed the care of such
      person.  Any distribution or payment made pursuant to such
      determination will, to the extent thereof, constitute a full release and
      discharge of the Committee and the Company with respect to the distribution
      or
      amount paid.

     

    6.09  Successors
      and Assigns.  The Company may not assign its obligations under
      this Plan, whether by contract, merger, operation of law or otherwise, unless
      the Member consents to the assignment.  The Member hereby consents to
      the assignment by the Company of all of its rights and obligations hereunder
      to
      any successor to the Company by merger or consolidation or purchase of all
      or
      substantially all of the Company’s assets, provided such transferee or successor
      assumes the liabilities of the Company hereunder.  The provisions of
      this Section 6.09 will be binding upon each and every successor to the
      Company.

     

    6.10  No
      Requirement to Fund.  No provisions in the Plan, either directly
      or indirectly, shall be construed to require the Company to reserve, or
      otherwise set aside, funds for the payment of benefits hereunder, and the Member
      and his or her Spouse shall have the status of general unsecured creditors
      with
      respect to the obligation of the Company to make payments under the
      Plan.  The Plan is intended to provide benefits for a “management or
      highly compensated employee” within the meaning of ERISA and therefore to be
      exempt from the provisions of Parts 2, 3 and 4 of the Title I of
      ERISA.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    6.11  Controlling
      Law.  To the extent not preempted by the laws of the United States
      of America, the laws of the State of Indiana shall be the controlling state
      law
      in all matters relating to the Plan and shall apply.

     

    6.12  Severability.  If
      any provisions of the Plan shall be held illegal or invalid for any reason,
      said
      illegality or invalidity shall not affect the remaining parts of the Plan;
      and
      the Plan shall be construed and enforced as if said illegal and invalid
      provisions had never been included herein.

     

    6.13  Provisions
      of Pension Plan Unchanged.  Any benefit payable under the Pension
      Plan shall be paid solely in accordance with the terms and provisions of the
      Pension Plan; and nothing in the Plan shall operate or be construed in any
      way
      to modify, amend or affect the terms and provisions of the Pension
      Plan.

     

    6.14  Nature
      of Payments.  Any benefits provided hereunder shall constitute
      nonqualified deferred compensation payments to the Member and shall not be
      taken
      into account in computing the amount of salary or compensation of the Member
      for
      the purposes of determining any pension, retirement, death or other benefits
      under (a) any pension, retirement, profit-sharing, bonus, life insurance or
      other employee benefit plan of the Company or any of its subsidiaries or
      (b) any agreement between the Company or any subsidiary and the Member
      except as such plan or agreement shall otherwise expressly provide.

     

    6.15  Gender
      and Number.  Masculine gender shall include the feminine; and the
      singular shall include the plural, unless the context clearly indicated
      otherwise.

     

    IN
      WITNESS WHEREOF, CTS Corporation has caused this CTS Corporation Individual
      Excess Benefit Retirement Plan to be executed by its proper officer duly
      authorized by its Board of Directors.

     

    CTS
      CORPORATION

     

    


    
      	
               

            	
              By:

            	
              James
                L. Cummins

            


    

    
      	
               

            	
              Title:

            	
              Senior
                Vice President Administration

            


    

    


    


    


    Date:


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    APPENDIX
      A

     

    “Change
      in Control” means the occurrence of any of the following events:

     

    (i)           the
      acquisition by any individual, entity or group (within the meaning of Section
      13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) (a “Person”) of
      aggregate beneficial ownership (within the meaning of Rule 13d-3 promulgated
      under the Securities Exchange Act) of 25% or more of the combined voting power
      of the then outstanding securities entitled to vote generally in the election
      of
      directors (the “Voting Stock”) of the Company (including, for this purpose, any
      Voting Stock of the Company acquired prior to July 1, 2003); provided, however,
      that for purposes of this Section (i), the following will not be deemed to
      result in a Change in Control:  (A) any acquisition of Voting Stock of
      the Company directly from the Company that is approved by the Incumbent Board
      (as defined below), (B) any acquisition of Voting Stock of the Company by the
      Company or any entity in which the Company directly or indirectly beneficially
      owns 50% or more of the outstanding Voting Stock (a “Subsidiary”) and any change
      in the percentage ownership of Voting Stock of the Company that results from
      such acquisition, (C) any acquisition of Voting Stock of the Company by any
      employee benefit plan (or related trust) sponsored or maintained by the Company
      or any Subsidiary, or (D) any acquisition of Voting Stock of the Company by
      any
      Person pursuant to a Business Combination that complies with clauses (I), (II)
      and (III) of Section (iii); or

     

    (ii)           individuals
      who are members of the Board of Directors of CTS Corporation (the “Board”
collectively “Directors” and as to an individual “Director”) and who, as of July
      1, 2003, constitute the Board (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 July 1, 2003 whose election, or
      nomination for election by the Company’s shareholders, was approved by a vote of
      at least a majority of the Directors then comprising the Incumbent Board (either
      by a specific vote or by approval of the proxy statement of the Company in
      which
      such person is named as a nominee for director, without objection to such
      nomination) will be deemed to have been a member of the Incumbent Board, but
      excluding, for this purpose, any such individual becoming a Director as a result
      of an actual or threatened election contest (as described in Rule 14a-12(c)
      of
      the Securities Exchange Act) 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 (collectively, an “Election
      Contest”); or

     

    (iii)           consummation
      of (A) a reorganization, merger or consolidation of the Company, or (B) a sale
      or other disposition of all or substantially all of the assets of the Company,
      (such reorganization, merger, consolidation or sale each, a “Business
      Combination”), unless, in each case, immediately following such Business
      Combination, (I) all or substantially all of the individuals and entities who
      were the beneficial owners of Voting Stock of the Company immediately prior
      to
      such Business Combination beneficially own, directly or indirectly, more than
      75% of the then outstanding shares of common stock and the combined voting
      power
      of the then outstanding Voting Stock of the Company entitled to vote generally
      in the election of Directors of the entity resulting from such Business
      Combination (including, without limitation, an entity which as a result of
      such
      transaction owns the Company or all or substantially all of the Company’s assets
      either directly or through one or more subsidiaries), (II) no Person (other
      than
      the Company, such entity resulting from such Business Combination, or any
      employee benefit plan (or related trust) sponsored or maintained by the Company,
      any Subsidiary or such entity resulting from such Business Combination)
      beneficially owns, directly or indirectly, 15% or more of the then outstanding
      shares of Voting Stock of the entity resulting from such Business Combination,
      and (III) at least a majority of the members of the Board of the entity
      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

     

    (iv)           approval
      by the shareholders of the Company of a complete liquidation or dissolution
      of
      the Company, except pursuant to a Business Combination that complies with
      clauses (I), (II) and (III) of Section (iii).

     

    


     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    APPENDIX
      B

     

    __________________
      [date]

     

    [employee’s
      home address]

     

     

    
      	
               

            	
              Re:

            	
              Release
                Agreement

            


    

    Dear
      ______________:

     

    This
      Release Agreement summarizes the arrangements which have been discussed with
      you
      concerning your Retirement Benefits upon separation of employment from CTS
      Corporation (the “Company”) as set forth in the Individual Excess Benefit
      Retirement Plan entered into between you and the Company effective as of ,
      2007
      (“SERP”).  This Agreement shall constitute the Release Agreement
      referenced in and defined under paragraph 6.07 of your SERP.

     

    
      	
              1.  

            	
              Termination
                of Employment

            


    

     

    Your
      last
      day of employment with the Company will be ______________ (hereinafter, your
      “Termination Date”).

     

    
      	
              2.  

            	
              Payments
                and Benefits

            


    

     

    You
      shall
      receive the payments and benefits set forth in Article III of your SERP, which
      is incorporated herein by reference, at the times and under the terms provided
      therein.

     

    
      	
              3.  

            	
              Release

            


    

     

    In
      exchange for the compensation described in Section 2 above and other good and
      valuable consideration, receipt of which is hereby acknowledged, you hereby
      agree that you, your representatives, agents, estate, dependents, beneficiaries
      and assigns release and forever discharge CTS and/or its affiliates, successors,
      assigns, directors, members, officers, employees and/or agents, both
      individually and in their official capacities with CTS, from any and all actions
      or causes of action, suits, claims, complaints, contracts, liabilities,
      agreements, promises, debts or damages, whether existing or contingent, known
      or
      unknown, which arise out of your employment or the termination of your
      employment with CTS except for claims which relate to your enforcement of CTS’
payments and other obligations under the SERP and except for claims under the
      Severance Agreement dated _____________________, and your outstanding stock
      option agreements and restricted stock unit agreements.  This release
      is intended by you to be all encompassing and to act as a full and total release
      of any claims that you may have or have had against CTS, its affiliates,
      successors, assigns, directors, members, officers, employees, and/or agents,
      both individually and in their official capacities with CTS.  Without
      limiting the generality of the foregoing, this release includes any claim of
      discrimination on the basis of race, sex, marital status, sexual preference,
      national origin, handicap or disability, age, veteran status, special disabled
      handicap status or any other basis prohibited by law; any claim arising from
      any
      express or implied employment contract or covenant of good faith and fair
      dealing; any claim arising under the Family and Medical Leave Act of 1993;
      any
      tort claims and any personal gain with respect to any claim arising under the
      qui tam provisions of the False Claims Act, 31 USC
      3730.  Notwithstanding the foregoing, this Section 3 shall not release
      or discharge CTS from its obligations to indemnify you, in accordance with
      the
      bylaws of the corporation or as provided under applicable law, and to cover
      you
      under its director and officer liability insurance policy with respect to the
      performance of your duties while an officer of the Corporation.

     

    You
      agree
      and acknowledge that the payments and benefits set forth in Section 2 above,
      together with payments and benefits previously provided to you by CTS and the
      payments and benefits, if any, to which you are entitled under your Severance
      Agreement dated _____________________, and your outstanding stock option
      agreements and restricted stock unit agreements, are the only payments and
      benefits you will receive in connection with your employment or its
      termination.

     

    You
      represent that you understand the foregoing release, that you understand that
      rights and claims under the Age Discrimination in Employment Act of 1967, as
      amended; Title VII of the Civil Rights Act of 1964, as amended, the Americans
      with Disabilities Act, and similar state and local anti-discrimination laws
      are
      among the rights and claims against the Company that you are releasing
      hereby.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    You
      further acknowledge and agree that you have been encouraged to seek the advice
      of an attorney of your choice in regard to this Agreement.  You
      represent that you have relied upon the advice of your attorney in entering
      into
      this Agreement and, specifically, in agreeing to the release contained
      herein.  You hereby understand and acknowledge the significance and
      consequences of the release contained herein.  You represent that you
      fully understand the terms of the release contained herein and voluntarily
      accept the terms of the release contained herein.  You further
      acknowledge that you have had a sufficient amount of time to consider the terms
      of this Agreement and to seek independent advice regarding the effect of this
      Agreement prior to its execution.

     

    
      	
              4.  

            	
              Right
                to Consider/Rescind

            


    

     

    In
      accordance with the provisions of the Age Discrimination in Employment Act,
      you
      understand that you shall have the right to consider whether to accept this
      Agreement for a period of twenty-one (21) days from your Termination Date (i.e.
      ______________).  You are also advised to consult with your attorney
      before signing this Agreement.  You further understand that you shall
      have the right to rescind (that is, cancel) this Agreement within seven (7)
      days
      of signing it to reinstate claims under the Age Discrimination in Employment
      Act
      (hereinafter, the “Rescission Period”).  To begin receiving benefits
      pursuant to this Agreement you must deliver a fully executed copy of the
      Agreement to James L. Cummins, CTS Corporation, 905 West Boulevard North,
      Elkhart, IN 46514, upon expiration of the above referenced twenty-one (21)
      day
      period.

     

    
      	
              5.  

            	
              Release
                of Claims by the Company

            


    

     

    In
      consideration of your execution and performance under this Release Agreement,
      the Company hereby waives and releases you from all claims arising from your
      performance of duties within the proper scope of your employment with the
      Company.

     

    
      	
              6.  

            	
              Miscellaneous

            


    

     

    
      	
              A.  

            	
              This
                Agreement may not be modified, altered or changed except upon written
                consent of the parties.

            


    

     

    
      	
              B.  

            	
              This
                Agreement shall be governed by and construed in accordance with the
                laws
                of the State of Indiana.

            


    

     

    
      	
              C.  

            	
              The
                benefits afforded you under this Agreement (and the Severance Agreement
                dated ______________________, to the extent applicable, and the benefits
                to which you are entitled under your outstanding stock option agreements
                and restricted stock unit agreements) are in lieu of any other
                compensation, benefit, bonus pay, separation pay, severance pay,
                or notice
                pay to which you might otherwise have been
                entitled.

            


    

     

    
      	
              D.  

            	
              The
                waiver by either party of a breach of any provision of this Agreement
                shall not operate or be construed to be a waiver of any subsequent
                breach
                thereof.

            


    

     

    
      	
              E.  

            	
              It
                is agreed and understood that neither the offer nor any negotiations
                or
                proceedings connected herewith nor the execution of this Agreement
                nor the
                payment of money shall constitute or be construed as an admission
                of any
                liability to, or the validity of, any claims
                whatsoever.

            


    

     

    
      	
              F.  

            	
              The
                parties intend this Agreement to serve as a final expression of this
                contract and as a complete and exclusive statement of the terms
                hereof.  This Agreement supersedes any prior written or verbal
                contracts, agreements, or letters of intent or understanding between
                you
                and CTS executed prior to the execution date hereof to the extent
                any such
                agreement is inconsistent with the terms
                hereof.

            


    

     

    
      	
              G.  

            	
              The
                parties agree that in the event a court of competent jurisdiction
                determines that the character, duration or scope of any provision
                of this
                Agreement is unreasonable or unenforceable in any respect, then such
                provision shall be deemed limited to the extent the court deems reasonable
                or enforceable and the provision shall remain in effect as limited
                by the
                court.  In the event that such a court determines that any
                provision is wholly unenforceable, the provision shall be deemed
                severed
                from this Agreement and the other provisions shall remain in full
                force
                and effect.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
      	
              7.  

            	
              Representations
                and Warranties

            


    

     

    You
      hereby make the following representations and warranties to CTS:

     

    
      	
              A.  

            	
              You
                have been provided a reasonable time of at least twenty-one (21)
                days to
                consider whether or not to sign this
                Agreement.

            


    

     

    
      	
              B.  

            	
              You
                are aware, by signing this Agreement, which includes a general release,
                you are giving up rights to initiate a
                lawsuit.

            


    

     

    
      	
              C.  

            	
              You
                understand and agree that by signing this Agreement, you are specifically
                waiving your rights to file a lawsuit against CTS under Title VII
                of the
                Civil Rights Act of 1964 as amended, the Age Discrimination in Employment
                Act, as amended, the Americans with Disabilities Act and similar
                state and
                local anti-discrimination laws.

            


    

     

    
      	
              D.  

            	
              There
                are no promises or representations except those contained in this
                Agreement which have been made to you in connection with this
                subject.

            


    

     

    
      	
              E.  

            	
              You
                have read and understand each and every provision of this
                Agreement.

            


    

     

    
      	
              F.  

            	
              You
                acknowledge and agree that the release contained herein is an essential
                and material term of this
                Agreement.

            


    

     

    
      Please
        review this Agreement carefully.  If you are in agreement with its
        provisions, please signify your acceptance by signing and dating both copies
        of
        this letter in the space provided below and return one copy to
        me.

    

     

    Very
      truly yours,

    


    CTS
      Corporation

    


    


    


    


    I
      have
      carefully read and reviewed the foregoing Release Agreement, acknowledge its
      contents, and agree to be bound by its terms, including the release of claims
      set forth in the Agreement.  I have been given sufficient time of at
      least twenty-one (21) days to decide whether to sign this Release
      Agreement.  I understand that I have seven (7) days from the date of
      my signature below to revoke my acceptance of this Release Agreement, thereby
      canceling it.  If I do not revoke my acceptance, this Release
      Agreement will become effective and enforceable on the date that is seven (7)
      days from the date of my signature, as indicated below.

     

    _______________________________

     

    _______________________________

    Date
      of
      Execution of Agreement