ex_10c.htm


    CTS
      Corporation

    Form
      10-Q

    
      Third
        Quarter 2007

    

    
      

      

    

    


    EXHIBIT
      (10)(c)

    


     

    AMENDMENT
      TO

     

    CTS
      CORPORATION

     

    INDIVIDUAL
      EXCESS BENEFIT RETIREMENT PLAN

     

    This
      Amendment (“Amendment”) to that certain CTS Corporation Individual Excess
      Benefit Retirement Plan with respect to Donald K. Schwanz (the
“Plan”) is adopted as of September 12, 2007, by CTS Corporation, an
      Indiana corporation (the “Company”).

     

    RECITALS

     

    WHEREAS,
      the Company previously adopted the Plan effective as of October 1, 2006;
      and

     

    WHEREAS,
      the Company wishes to amend the Plan to comply with Section 409A of the Internal
      Revenue Code.

     

    NOW,
      THEREFORE, the Plan is hereby amended as follows, effective as of the date
      first
      written above:

     

    AMENDMENT

     

    
      	
              1.  

            	
              Section
                2.02 of the Plan (“Beneficiary”) is amended by replacing the term
                “termination of employment” contained therein with the term “separation
                from service.”

            


    

     

    
      	
               2.  

            	
              The
                fourth sentence of Section 3.03 of the Plan (“Payment of the Retirement
                Benefit”) is amended by replacing the phrase “the date the Member’s
                employment with the Company terminated” contained therein with the phrase
                “the date the Member separated from service with the
                Company.”

            


    

     

    3. The
      second paragraph of Section 3.03 of the Plan is amended in its entirety to
      read
      as follows:

     

    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 as soon as practicable within 90 days after the determination of
      the
      Member’s disability, and in such event no interest shall be payable on the
      Retirement Benefit.  In the event that the Member dies after
      separation from service with the Company, but prior to payment of the Retirement
      Benefit, the Retirement Benefit and interest thereon calculated as provided
      above to the date of payment, shall be distributed to the Beneficiary as soon
      as
      practicable, within 90 days after the date of the Member’s death.

     

    
      	
              4.  

            	
              The
                second sentence of Section 3.04 of the Plan (“Payment of the
                Pre-retirement Death Benefit”) is amended in its entirety to read as
                follows:

            


    

     

    Such
      payment shall be made as soon as practicable within 90 days after the date
      of
      the Member’s death.

     

    
      	
              5.  

            	
              The
                second sentence of Section 3.05 of the Plan (“Section 409A of the
                Code”) is amended in its entirety to read as
                follows:

            


    

     

    This
      Plan
      shall be construed in a manner to give effect to such intention.

     

    6. Except
      as
      provided herein, the Plan remains in full force and effect.

     

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Company has caused this Amendment to be executed by its
      proper officer duly authorized by its Board of Directors.

     

    
      	 	CTS
              CORPORATION	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ James
              L.
              Cummins	 
	 	 	James
              L. Cummins	 
	 	 	Senior
              Vice President
              Administration	 
	 	 	 	 


    

     

     

    
      	 	 	 	 
	
               

            	
              By:
                

            	/s/ Donald
              K. Schwanz	 
	 	 	Donald
              K. Schwanz	 
	 	 	 	 




    


    


    
      
        
        

      

      
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