EXHIBIT 10.6


                                  EMPLOYMENT AGREEMENT

                         EMPLOYMENT AGREEMENT (this "Agreement") made
               and entered into as of the 9th day of May, 1997, by and
               among CTS Corporation, an Indiana corporation ("Parent"),
               Dynamics Corporation of America, a New York corporation
               (the "Company"), and Henry V. Kensing (the "Executive").

                         WHEREAS, Parent, a wholly owned subsidiary of
               Parent ("Merger Sub") and the Company have entered into
               an Agreement and Plan of Merger (the "Merger Agreement"),
               dated as of May 9, 1997, pursuant to which, among other
               things, the Company will be merged with and into Merger
               Sub as of the "Effective Time," as defined in the Merger
               Agreement;

                         WHEREAS, the Executive is currently serving as
               Vice President, General Counsel and Secretary of the
               Company, and the Boards of Directors of Parent and the
               Company ("Boards of Directors") desire to secure the
               continued employment of the Executive in accordance
               herewith;

                         WHEREAS, the Company is party to an employment
               agreement (the "Employment Agreement") with the
               Executive, effective as of February 1, 1996 and amended
               as of April 11, 1997;

                         WHEREAS, the Executive is willing to commit
               himself to be employed by the Company on the terms and
               conditions herein set forth and in lieu of the terms and
               conditions of the Employment Agreement; and

                         WHEREAS, the parties desire to enter into this
               Agreement as of the Effective Time, setting forth the
               terms and conditions for the employment relationship of
               the Executive with the Company;

                         NOW, THEREFORE, in consideration of the mutual
               premises and the respective covenants and agreements of
               the parties herein contained, the parties hereto agree as
               follows:

                    1.  Operation of Agreement; Employment and Term.

                         (a)  This Agreement shall be effective and
               binding immediately upon its execution, but anything in
               this Agreement to the contrary notwithstanding, this
               Agreement shall not be operative unless and until the
               Effective Time occurs.  Upon the occurrence of the
               Effective Time, without further action, this Agreement
               shall become immediately operative.

                         (b)  Employment. The Company agrees to employ
               the Executive, and the Executive agrees to be employed by
               the Company, in accordance with the terms and provisions
               of this Agreement.

                         (c)  Term.  The term of this Agreement (the
               "Term") shall commence on the date (the "Effective Date")
               on which the Effective Time occurs and shall continue
               until the fifth (5th) anniversary of the Effective Date. 

                    2.  Duties and Powers of Executive.

                         (a)  Position.  For the period during which the
               Executive provides services to the Company (the
               "Employment Period"), the Executive shall serve in such
               office and have such authority, duties and
               responsibilities as  specified in Exhibit A hereto. 
               During the Employment Period, and excluding any periods
               of vacation and sick leave to which the Executive is
               entitled, the Executive shall devote substantially all of
               his attention and time during normal business hours to
               the business and affairs of the Company and shall use his
               reasonable best efforts to carry out his responsibilities
               faithfully and efficiently.  It shall not be considered a
               violation of the foregoing for the Executive to serve on
               corporate, industry, civic or charitable boards or
               committees, as long as such activities do not materially
               interfere with the performance of his responsibilities
               with the Company in accordance with this Agreement.

                         (b)  Board Membership.  The Board of Directors
               of Parent shall propose each of Messrs. Lozyniak and
               Dorme for reelection to the Board of Directors of Parent
               throughout the Term, and shall continue each such person
               and Mr. Kensing as a member of the Board of Directors of
               the Company throughout the Term.  The sole remedy for
               breach of this provision shall be the remedy set forth in
               Section 5(c) of this Agreement.

                         (c)  Location.  The Company's current office in
               Greenwich, Connecticut shall remain in operation for at
               least two (2) years following the Effective Date.  The
               Executive's services shall be performed primarily at such
               current office, and in no event shall the Executive be
               required to perform services at a location more than 25
               miles from the Company's current office, in each case,
               except for such reasonable travel obligations as are
               substantially consistent with the Executive's present
               travel obligations.  Throughout the Employment Period,
               the Executive shall be provided with appropriate office
               space and secretarial services commensurate with his
               title and position.

                    3.  Compensation.

                         The Executive shall receive the following
               compensation for his services hereunder to the Company:

                         (a)  Salary.  During the Employment Period, the
               Executive's monthly base salary ("Base Salary") shall be
               $17,039, payable in accordance with the Company's general
               payroll practices as in effect from time to time.  

                         (b)  Incentive Compensation.  During the
               Employment Period, the Executive shall be eligible to
               participate in Parent's short-term and long-term
               incentive compensation plans, including equity-based
               compensation plans, on a basis no less favorable than
               that of other senior executives of Parent.

                         (c)  Split-Dollar Policy.  Parent or the
               Company shall (i) during the Employment Period, continue
               to pay the annual premium, at the same annual rate and in
               the same month as paid by the Company in 1997, on the
               individual "split dollar" life insurance policy issued by
               the Security Mutual Life Insurance Company of New York
               and owned by the Executive or a trust created by the
               Executive ("Policy"), and (ii), notwithstanding the
               assignment of the Policy to the Company as collateral
               heretofore executed by the Executive ("Collateral
               Assignment"), not take any action to reduce the annual
               premium, borrow against the cash surrender value of the
               Policy or endanger in any way any benefit available to
               the Executive or the trustee or trustees of any such
               trust thereunder and shall not be entitled to be repaid
               to the extent of its interest in the Policy until the
               earlier of the death of the insured under the Policy or
               the surrender of the Policy by the Executive.

                         (d)  Supplemental Retirement Income.  In order
               to restore certain retirement income benefits which are
               not available to the Executive under the Retirement Plan
               for Employees of the Company ("Qualified Plan") by reason
               of section 401(a)(17), section 415 and section 401(a)(4)
               of the Internal Revenue Code of 1986, as amended (the
               "Code"), Parent or the Company shall pay to the Executive
               supplemental retirement income ("Supplemental Retirement
               Income") commencing on his retirement date (normal,
               early, disabled or postponed) as defined in and under the
               Qualified Plan in an amount equal to the difference
               between (i) the monthly amount of the retirement income
               that would be payable to the Executive upon his
               retirement under the Qualified Plan, assuming that such
               plan continues in effect through the Executive's
               retirement date on terms no less favorable to Executive
               than the terms in effect on the date hereof, if such
               benefit were calculated under the Qualified Plan without
               giving effect to the compensation limit under section
               401(a)(17) of the Code or to the limitations imposed by
               the application of section 415 of the Code, and assuming
               that the benefit described in section 4.01(d) of the
               Qualified Plan continued to apply on and after January 1,
               1989 notwithstanding the provisions of section 401(a)(4)
               of the Code, expressed as a single life annuity, and (ii)
               the monthly amount of retirement income payable to the
               Executive upon his retirement under the Qualified Plan
               and any similar plan maintained for Executive's benefit
               by Parent ("Parent's Plan") based on his compensation up
               to the said compensation limit and based on the
               limitations imposed by the application of section 415 of
               the Code, and the limitations imposed by the application
               of section 401(a)(4) of the Code to section 4.01(d) of
               the Qualified Plan and the applicable provision of
               Parent's Plan, expressed as a single life annuity.  Such
               supplemental retirement income shall be paid to the
               Executive in cash by Parent or the Company, to the extent
               not so paid by the trustee ("Trustee") of the Trust
               (defined in paragraph (g) of this Section 3), as an
               Actuarial Equivalent single lump sum, as soon as
               practical following the Executive's retirement. 
               "Actuarial Equivalent" shall mean the present value of a
               life annuity, assuming the retirement age is the
               Executive's age on his retirement date, which is the date
               benefits hereunder are calculated; the interest rate is
               the rate appearing in the table published in The Wall
               Street Journal entitled "Markets Diary" under the heading
               "Bond Buyer municipal", corresponding to 20-year Aaa
               bonds, and reflecting the rate for the first day of the
               month preceding the month in which the benefits hereunder
               are calculated; and mortality is determined under the
               1983 Group Annuity Mortality Table.

                         (e)  Preretirement Death Benefit.  If the
               Executive dies while eligible for a retirement benefit
               under paragraph (d) of this Section 3 and prior to his
               retirement and/or the payment of such retirement benefit,
               the Executive's surviving spouse shall be entitled to
               receive a supplemental preretirement survivor benefit
               equal to the difference between (i) the monthly amount of
               retirement income to which the deceased Executive's
               spouse would have been entitled under the Qualified Plan
               if the Executive had retired on the day prior to his
               death having elected a 100% joint and survivor annuity
               option and if such benefit were calculated under the
               Qualified Plan without giving effect to the compensation
               limit under section 401(a)(17) of the Code or the
               limitations imposed by the application of section 415 of
               the Code, and assuming that the benefit described in
               Section 4.01(d) of the Qualified Plan continued to apply
               on and after January 1, 1989 notwithstanding the
               provisions of section 401(a)(4) of the Code, and (ii) the
               monthly amount of retirement income to which the deceased
               Executive's spouse is entitled under the Qualified Plan
               based on his compensation up to the said compensation
               limit and based on the limitations imposed by the
               application of section 415 of the Code, and the
               limitations imposed by the application of section
               401(a)(4) of the Code to Section 4.01(d) of the Qualified
               Plan.  Such supplemental preretirement survivor benefit
               shall be paid to such surviving spouse in cash by Parent
               or the Company, to the extent not so paid by the Trustee,
               as an "Actuarial Equivalent" single lump sum, as above
               defined, as soon as practicable following the Executive's
               death.

                         (f)  Supplemental Savings Plan Income.  In
               order to restore benefits which are not available to the
               Executive under the Company's Employee Savings and
               Investment Plan ("401(k) Plan") by reason of the
               compensation limit under section 401(a)(17) of the Code,
               Parent or the Company shall pay to the Executive on his
               retirement date an amount ("Supplemental Savings Plan
               Income") equal to two percent (2%) of his annual base
               compensation in excess of $150,000 in calendar year 1997
               and in each calendar year in the Employment Period in
               which his annual base compensation exceeds $150,000
               (subject to indexation by the Internal Revenue Service),
               with interest at the annual rate of eight percent (8%) on
               such excess amount from and after December 31 of each
               such year.  The aggregate of all such amounts and the
               interest thereon shall be paid, to the extent not so paid
               by the Trustee, to the Executive in cash by Parent or the
               Company in a lump sum as soon as practical following the
               Executive's retirement.  If the Executive dies while
               eligible for a benefit under this paragraph (f) and prior
               to the payment of such benefit, the Executive's surviving
               spouse shall be entitled to receive in cash from Parent
               or the Company, to the extent not so received from the
               Trustee, as soon as practical following the Executive's
               death an amount equal to the amount the Executive would
               have received under this paragraph (f) if he had retired
               under the Qualified Plan on the day prior to his death.

                         (g)  Rabbi Trust.  Commencing no later than
               December 31, 1997 and continuing on or before each
               December 31 thereafter during the Employment Period,
               Parent or the Company shall contribute additional cash or
               other property to the trust established by the Company as
               of December 31, 1996 (the "Trust") sufficient to pay all
               of the supplemental retirement income, supplemental
               preretirement survivor benefits, and the other benefits
               to the Executive and his surviving spouse provided for in
               paragraphs (d), (e) and (f) of this Section 3, but no
               funds or assets of Parent or the Company shall be
               segregated or physically set aside with respect to its
               obligations under the benefit restoration plan set forth
               in this paragraph (g) in a manner which would cause said
               benefit restoration plan to be "funded" for purposes of
               the Employee Retirement Income Security Act of 1974, as
               amended.  Neither the Executive nor his surviving spouse
               shall have any interest in any specific asset of Parent
               or the Company as a result of this paragraph (g) and any
               rights to receive benefits hereunder shall be only the
               right of an unsecured general creditor of Parent or the
               Company.  The Trust has been established in full
               compliance with IRS Revenue Procedure 92-64, and the
               Trustee shall continue to be the Bank of Boston
               Connecticut or another financial institution reasonably
               satisfactory to the Executive.  Upon the last of Messrs.
               Lozyniak, Kensing and Dorme to receive payment from the
               Trustee, any funds remaining in the Trust shall be
               distributed pro rata in equal shares to such Executives
               or their surviving spouses or heirs.

                         (h)  Postretirement Medical Coverage.  For the 
               period commencing on the date of the formal retirement of
               the Executive under the Qualified Plan or Parent's Plan
               and ending on the tenth anniversary thereof, or the
               earlier death of the Executive, the Executive and his
               wife, and their dependent children, if any, shall be
               entitled to enroll in an insured health and
               hospitalization plan or plans, including, without
               limitation, plans offered by health maintenance
               organizations, with benefits substantially equal to the
               benefits of the health and hospitalization plans of the
               Company in effect on the date of said retirement or, if
               earlier, on the date immediately prior to the date as of
               which such plans are terminated or amended adversely with
               respect to the Executive, and Parent or the Company shall
               pay to the Executive quarterly and in advance an amount
               in cash grossed up so as to be sufficient, after the
               payment by the Executive of all federal, state and local
               income and all other taxes due by reason of the receipt
               of said payment, if any, to pay when due the premiums for
               such insured coverage ("Postretirement Medical
               Coverage"); provided, however, that during all times in
               such period of the Executive's retirement as either the
               Executive or his wife shall be eligible for Medicare
               coverage, in lieu of such participation by the Executive
               or his wife, or both of them, as the case may be, in the
               insured health and hospitalization plans referred to
               above, Parent or the Company shall pay to the Executive
               quarterly and in advance an amount in cash grossed up so
               as to be sufficient, after the payment by the Executive
               of all federal, state and local income and all other
               taxes due by reason of the receipt of said payment, if
               any, to pay when due the annual premiums for Medigap
               supplementary coverage for the Executive and/or his wife
               with an insurance carrier selected by the Executive or
               his wife, with the extent of such coverage to be as
               provided in Standard Plan J of the National Association
               of Insurance Commissioners ("NAIC") or in the NAIC
               Standard Plan hereafter adopted which provides the most
               extensive benefit coverage at the time of the payment to
               the Executive provided for under this Section 3(h). For
               purposes of this Section 3(h), the amount of any required
               gross up shall be calculated by utilizing the highest tax
               rate for federal income tax in effect at the time of
               calculation, and 5% for state and local income taxes, and
               the then current rate for Federal Insurance Contributions
               Act taxes for both the Executive's share and the
               Company's share of such taxes.  In the event that the
               Executive dies within said ten (10) year period, his wife
               shall continue to be entitled to said payments for a
               period of six (6) months from the date of death of the
               Executive.

                         (i)  Other Matters.  The provisions of this
               Section 3 which take effect upon the termination of the
               Employment Period, the expiration of the Term or the
               formal retirement of the Executive under the Qualified
               Plan shall survive such events and shall not be affected
               by any Change in Control or the consummation of the
               transactions contemplated by the Merger Agreement.  The
               parties agree that, notwithstanding any other provision
               of this Employment Agreement, the Executive shall not be
               entitled to retire under the Qualified Plan during the
               Employment Period unless the Board of Directors of the
               Company consents to such retirement, except that the
               Executive may so retire without such consent upon
               expiration of the Term or termination of the Employment
               Period.

                         (j)  Other Benefits.  During the Employment
               Period, the Executive shall be eligible to participate in
               all other savings, retirement, welfare (including without
               limitation medical, dental, hospitalization and life
               insurance) and fringe benefit plans, practices, policies
               and programs on a basis no less favorable to the
               Executive than in effect on the date hereof.  During the
               Employment Period, Parent or the Company shall make
               available to the Executive, at its cost and expense, an
               automobile on a basis substantially similar to that in
               effect on the date hereof.

                    4.   Expenses.  Parent or the Company shall
               reimburse the Executive for all reasonable expenses,
               including those for travel and entertainment, properly
               incurred by him in the performance of his duties
               hereunder in accordance with policies established from
               time to time by the Board of Directors of the Company.

                    5.  Termination of Employment.

                         (a)  Death; Disability.  The Employment Period
               shall terminate automatically upon the Executive's death
               or Disability during such period, in which case the
               Executive shall be entitled to the payments and benefits
               set forth in Section 6(a) of this Agreement.  For
               purposes of this Agreement, "Disability" shall be deemed
               to occur if, as a result of the Executive's incapacity
               due to physical or mental illness, the Executive shall
               have been absent from the full-time performance of his
               duties with the Company for a period of six (6)
               consecutive months, the Company shall have given the
               Executive a Notice of Termination (as defined in
               paragraph (e) of this Section 5) for Disability and,
               within thirty (30) days after such Notice of Termination
               is given, the Executive shall not have returned to the
               full-time performance of his duties.

                         (b)  By the Company for Cause.  The Company may
               terminate the Executive's employment hereunder for Cause,
               in which case the Executive shall be entitled to the
               payments and benefits set forth in Section 6(b) of this
               Agreement.  For purposes of this Agreement, "Cause" shall
               mean (i) the willful and continued failure by the
               Executive to substantially perform the Executive's duties
               with the Company (other than any such failure resulting
               from the Executive's incapacity due to physical or mental
               illness or any such actual or anticipated failure after
               the issuance of a Notice of Termination for Good Reason
               by the Executive pursuant to paragraph (f) of this
               Section 5) after a written demand for substantial
               performance is delivered to the Executive by the Board of
               Directors of the Company, which demand specifically
               identifies the manner in which such Board believes that
               the Executive has not substantially performed the
               Executive's duties, or (ii) the willful engaging by the
               Executive in conduct which is demonstrably and materially
               injurious to Parent or its subsidiaries, monetarily or
               otherwise.  For purposes of clauses (i) and (ii) of this
               definition, (x) no act, or failure to act, on the
               Executive's part shall be deemed "willful" unless done,
               or omitted to be done, by the Executive not in good faith
               and without reasonable belief that the Executive's act,
               or failure to act, was in the best interest of the
               Company and (y) in the event of a dispute concerning the
               application of this provision, no claim by the Company
               that Cause exists shall be given effect unless the
               Company establishes to the Board of Directors of Parent
               by clear and convincing evidence that Cause exists.

                         (c)  By the Executive for Good Reason.  The
               Executive may terminate his employment during the
               Employment Period for Good Reason (unless Cause exists),
               in which case the Executive shall be entitled to the
               payments and benefits set forth in Section 6(a) of this
               Agreement.  For purposes of this Agreement, "Good Reason"
               shall mean (i) the occurrence, without the written
               consent of the Executive, of an event constituting a
               material breach of this Agreement (including without
               limitation a breach of Section 2(b) or 2(c) of this
               Agreement) by the Company that has not been fully cured
               within ten (10) days after written notice thereof has
               been given by the Executive to the Company, or (ii) any
               reason, at the Executive's discretion, during the three-
               month period following (A) the closing of the Greenwich
               office following the second anniversary of the Effective
               Date or (B) the occurrence of a "Change in Control," as
               defined in paragraph (d) of this Section 5.

                         (d)   Definition of Change in Control.  A
               "Change in Control" shall be deemed to have occurred if
               the event set forth in any one of the following
               paragraphs shall have occurred:

                    (I)  any Person is or becomes the Beneficial Owner,
                    directly or indirectly, of securities of Parent (not
                    including in the securities beneficially owned by
                    such Person any securities acquired directly from
                    Parent or its affiliates) representing 25% or more
                    of the combined voting power of Parent's then
                    outstanding securities, excluding any Person who
                    becomes such a Beneficial Owner in connection with a
                    transaction described in clause (i) of paragraph
                    (III) below; or 

                    (II) the following individuals cease for any reason
                    to constitute a majority of the number of directors
                    then serving: individuals who, on the date hereof,
                    constitute the Board and any new director (other
                    than a director whose initial assumption of office
                    is in connection with an actual or threatened
                    election contest, including but not limited to a
                    consent solicitation, relating to the election of
                    directors of Parent) whose appointment or election
                    by the Board or nomination for election by Parent's
                    stockholders was approved or recommended by a vote
                    of at least two-thirds (2/3) of the directors then
                    still in office who either were directors on the
                    date hereof or whose appointment, election or
                    nomination for election was previously so approved
                    or recommended; or

                    (III)  there is consummated a merger or
                    consolidation of Parent or any direct or indirect
                    subsidiary of Parent with any other corporation,
                    other than (i) a merger or consolidation which would
                    result in the voting securities of Parent
                    outstanding immediately prior to such merger or
                    consolidation continuing to represent (either by
                    remaining outstanding or by being converted into
                    voting securities of the surviving entity or any
                    parent thereof) at least 60% of the combined voting
                    power of the securities of Parent or such surviving
                    entity or any parent thereof outstanding immediately
                    after such merger or consolidation, or (ii) a merger
                    or consolidation effected to implement a
                    recapitalization of Parent (or similar transaction)
                    in which no Person is or becomes the Beneficial
                    Owner, directly or indirectly, of securities of
                    Parent (not including in the securities Beneficially
                    Owned by such Person any securities acquired
                    directly from Parent or its Affiliates) representing
                    25% or more of the combined voting power of Parent's
                    then outstanding securities; or 

                    (IV) the stockholders of Parent approve a plan of
                    complete liquidation or dissolution of Parent or
                    there is consummated an agreement for the sale or
                    disposition by Parent of all or substantially all of
                    Parent's assets, other than a sale or disposition by
                    Parent of all or substantially all of Parent's
                    assets to an entity, at least 60% of the combined
                    voting power of the voting securities of which are
                    owned by stockholders of Parent in substantially the
                    same proportions as their ownership of the Company
                    immediately prior to such sale.

               For purposes of this Section 5(d): "Beneficial Owner"
               shall have the meaning set forth in Rule 13d-3 under the
               Exchange Act; "Exchange Act" shall mean the Securities
               Exchange Act of 1934, as amended from time to time; and
               "Person" shall have the meaning given in Section 3(a)(9)
               of the Exchange Act, as modified and used in Sections
               13(d) and 14(d) thereof, except that such term shall not
               include (i) Parent or any of its subsidiaries, (ii) a
               trustee or other fiduciary holding securities under an
               employee benefit plan of Parent or any of its
               "affiliates," within the meaning set forth in Rule 12b-2
               promulgated under Section 12 of the Exchange Act, (iii)
               an underwriter temporarily holding securities pursuant to
               an offering of such securities, or (iv) a corporation
               owned, directly or indirectly, by the stockholders of
               Parent in substantially the same proportions as their
               ownership of stock of Parent.

                         (e)  By the Company Other Than for Cause or by
               the Executive without Good Reason.  Notwithstanding any
               other provision of this Agreement, the Company may
               terminate the Executive's employment other than for
               Cause, in which case the Executive shall be entitled to
               the payments and benefits set forth in Section 6(a) of
               this Agreement, and the Executive may terminate his
               employment other than for Good Reason (as defined in
               paragraph (c) of this Section 5), in which case the
               Executive shall be entitled to the payments and benefits
               set forth in Section 6(b) of this Agreement.

                         (f)  Notice of Termination.  Any termination by
               the Company or by the Executive shall be communicated by
               Notice of Termination to the other party hereto given in
               accordance with Section 10(b) of this Agreement.  For
               purposes of this Agreement, a "Notice of Termination"
               means a written notice which (i) indicates the specific
               termination provision in this Agreement relied upon, (ii)
               to the extent applicable, sets forth in reasonable detail
               the facts and circumstances claimed to provide a basis
               for termination of the Executive's employment under the
               provision so indicated, and (iii) if the Date of
               Termination (as defined in paragraph (f) of this Section
               5) is other than the date of receipt of such notice,
               specifies the termination date (which date shall be not
               more than thirty (30) days after the giving of such
               notice).  The failure by the Executive or the
               Company to set forth in the Notice of Termination any
               fact or circumstance which contributes to a showing of
               Good Reason shall not waive any right of the Executive
               hereunder or preclude the Executive from asserting such
               fact or circumstance in enforcing the Executive's rights
               hereunder.  Further, a Notice of Termination for Cause is
               required to include a copy of a resolution duly adopted
               by the affirmative vote of not less than three-quarters
               (3/4) of the membership of the Board of Directors of
               Parent (excluding the Executive if the Executive is then
               a member of such Board) at a meeting of such Board which
               was called and held for the purpose of considering such
               termination (after reasonable notice to the Executive and
               an opportunity for the Executive, together with the
               Executive's counsel, to be heard before such Board)
               finding that, in the good faith opinion of such Board,
               the Executive was guilty of conduct set forth in clause
               (i) or (ii) of the definition of Cause herein, and
               specifying the particulars thereof in detail.

                         (g)  Date of Termination.  "Date of
               Termination" means (i) if the Executive's employment is
               terminated by the Executive for Good Reason, the date of
               receipt of the Notice of Termination or any later date
               specified therein, as the case may be, (ii) if the
               Executive's employment is terminated by the Company, the
               date on which the Company notifies the Executive of such
               termination (except in the event of a termination for
               Cause), (iii) if the Executive's employment is terminated
               for Disability, thirty (30) days after Notice of
               Termination is given (provided that the Executive shall
               not have returned to the full-time performance of his
               duties during such thirty (30) day period), and (iv) if
               the Executive's employment is terminated by reason of
               death, the date of death.   

                    6.  Obligations of Parent or the Company Upon
               Termination.

                         (a)  Termination for Good Reason or Other Than
               for Cause.  If the Executive shall terminate his
               employment for Good Reason or the Company shall terminate
               the Executive's employment for any reason other than
               Cause, including Disability, or if such employment shall
               be terminated by reason of death, the Executive shall be
               entitled to the following benefits:

                              (i)  Parent or the Company shall pay
                    to the Executive a lump sum amount in cash
                    equal to the sum of (A) the Executive's Base
                    Salary through the Date of Termination to the
                    extent not theretofore paid, (B) any
                    compensation previously deferred by the
                    Executive (together with any accrued interest
                    or earnings thereon) and any accrued vacation
                    pay and (C) any other amounts due the Executive
                    as of the Date of Termination, in each case to
                    the extent not theretofore paid.  (The amounts
                    specified in clauses (A), (B) and (C) shall be
                    hereinafter referred to as the "Accrued
                    Obligation").  The amounts specified in this
                    Section 6(a)(i) shall be paid within thirty
                    (30) days after the Date of Termination; and

                              (ii)  in lieu of any severance
                    benefit otherwise payable to the Executive, 

                    (A) if the Executive shall terminate his employment
                    for Good Reason or the Company shall terminate the
                    Executive's employment for any reason other than
                    Disability or Cause, Parent or the Company shall pay
                    the Executive a lump sum amount, in cash, within
                    five days following the Date of Termination, equal
                    to three and one-third (3 1/3) times the sum of (1)
                    twelve (12) times Base Salary, and (2) $139,500,
                    which is equal to the largest aggregate amount
                    earned by the Executive as stock and cash bonuses
                    for any of the five fiscal years preceding that in
                    which the Effective Date occurs;

                    (B) if the termination of the Executive's employment
                    is by reason of death or Disability, or, if the
                    Executive so elects, in lieu of the payments
                    described in paragraph (A) of this Section 6(ii),
                    Parent or the Company shall continue to pay the
                    Executive (or, in the event of his death, his legal
                    representative) for the remainder of the Term (1)
                    the Base Salary as in effect immediately prior to
                    the Date of Termination, in accordance with the
                    Company's general payroll practices, and (2) for
                    each full twelve-month period remaining in the Term,
                    the highest annual aggregate cash and stock bonuses
                    earned by the Executive pursuant to any annual bonus
                    or incentive plan maintained by the Parent or
                    Company in respect of any of the five fiscal years
                    of the Parent or Company ending immediately prior to
                    the fiscal year in which occurs the Date of
                    Termination, payable in accordance with the
                    Company's practices with respect to the payment of
                    bonuses; and

                    (C) if the Executive's employment is terminated by
                    reason of death and if his wife shall survive him,
                    Parent or the Company shall pay to his wife the sum
                    of $50,000 per year, payable semi-monthly, during
                    the period commencing on the expiration of the Term
                    and ending on the tenth anniversary of date of the
                    death of the Executive or such earlier date of the
                    death of his wife; and

                    (D) if the Executive's employment is terminated by
                    reason of Disability and the Executive has not
                    attained the age of 65 at the expiration of the
                    Term, then Parent or the Company shall pay him 40%
                    of Base Salary, payable semi-monthly, until the date
                    on which he attains the age of 65; and

                              (iii)  Parent or the Company shall
                    pay in a single lump sum to Security Mutual
                    Life Insurance Company of New York, to be held
                    in a side fund in escrow by said carrier to pay
                    when due (or, at the option of the Executive,
                    to prepay) the annual premiums on the Policy,
                    an amount equal to ten (10) times the amount of
                    the last annual premium payment on the Policy
                    made prior to the date of termination, and
                    Parent and the Company shall forfeit all rights
                    under the Collateral Assignment to be repaid
                    the aggregate amount of all premiums paid on
                    the Policy prior to, on or after the Date of
                    Termination, and shall release and waive all
                    rights under the Collateral Assignment, shall
                    not endanger in any way any benefit available
                    to the Executive under the Policy and shall not
                    be entitled to any further rights or interest
                    in the Policy; and

                              (iv)  the Executive shall be entitled to
                    retire under the Qualified Plan and shall
                    immediately thereafter become entitled to payment of
                    his Supplemental Retirement Income and Supplemental
                    Savings Plan Income and shall be entitled to
                    Postretirement Medical Coverage; and

                              (v)  for the remainder of the Term, Parent
                    or the Company shall arrange to provide the
                    Executive and his dependents life and disability
                    insurance benefits substantially similar to those
                    provided to the Executive and his dependents as of
                    the date hereof, at no greater cost to the Executive
                    than the cost to the Executive immediately prior to
                    the Date of Termination.

                         (b)  Termination for Other Reason.  If the
               Executive's employment shall be terminated by the Company
               for Cause or by the Executive other than for Good Reason,
               death or Disability, neither Parent nor the Company shall
               have any further obligations to the Executive under this
               Agreement other than the obligation to pay to the
               Executive the Accrued Obligation and any postemployment
               benefits to which the Executive is entitled under the
               terms of Parent's or the Company's employee benefit
               plans.

                         (c)  Arbitration.  Any dispute or controversy
               arising under or in connection with this Agreement shall
               be settled exclusively by arbitration, conducted before a
               panel of three arbitrators sitting in New York, New York, 
               in accordance with the rules of the American Arbitration
               Association then in effect.  Judgment may be entered on
               the arbitrator's award in any court having jurisdiction.

                         (d)  Legal Fees.  Parent or the Company shall
               also pay to the Executive all reasonable legal fees and
               expenses incurred by the Executive in disputing in good
               faith any issue hereunder relating to the termination of
               the Executive's employment, in seeking in good faith to
               obtain or enforce any benefit or right provided by this
               Agreement or in connection with any tax audit or
               proceeding to the extent attributable to the application
               of section 4999 of the Code to any payment or benefit
               provided hereunder.  Such payments shall be made within
               five (5) business days after delivery of the Executive's
               written requests for payment accompanied with such
               evidence of fees and expenses incurred as is reasonable.

                         (e) Gross-Up.  If any of the payments or
               benefits received or to be received by the Executive
               (whether pursuant to the terms of this Agreement or any
               other plan, arrangement or agreement with Parent or the
               Company, any Person (as defined in Section 5(d) of this
               Agreement) whose actions result in a Change in Control or
               any Person affiliated with the Company or such Person)
               (such payments or benefits, excluding the Gross-Up
               Payment (as defined below), being hereinafter referred to
               as the "Total Payments") will be subject to the excise
               tax imposed under section 4999 of the Code ("Excise
               Tax"), Parent or the Company shall pay to the Executive
               an additional amount (the "Gross-Up Payment") such that
               the net amount retained by the Executive, after deduction
               of any Excise Tax on the Total Payments and any federal,
               state and local income and employment taxes and Excise
               Tax upon the Gross-Up Payment, shall be equal to the
               Total Payments.

                         For purposes of determining whether any of the
               Total Payments will be subject to the Excise Tax and the
               amount of such Excise Tax, (i) all of the Total Payments
               shall be treated as "parachute payments" (within the
               meaning of section 280G(b)(2) of the Code) unless, in the
               opinion of tax counsel ("Tax Counsel") reasonably
               acceptable to the Executive and selected by the
               accounting firm which was, immediately prior to the date
               hereof, the Company's independent auditor, or in the
               event of a Change in Control, was, immediately prior to
               the Change in Control, Parent's independent auditor (the
               "Auditor"), such payments or benefits (in whole or in
               part) do not constitute parachute payments, including by
               reason of section 280G(b)(4)(A) of the Code, (ii) all
               "excess parachute payments" within the meaning of section
               280G(b)(l) of the Code shall be treated as subject to the
               Excise Tax unless, in the opinion of Tax Counsel, such
               excess parachute payments (in whole or in part) represent
               reasonable compensation for services actually rendered
               (within the meaning of section 280G(b)(4)(B) of the Code)
               in excess of the "Base Amount," as defined in section
               280G(b)(3) of the Code, allocable to such reasonable
               compensation, or are otherwise not subject to the Excise
               Tax, and (iii) the value of any noncash benefits or any
               deferred payment or benefit shall be determined by the
               Auditor in accordance with the principles of sections
               280G(d)(3) and (4) of the Code.  For purposes of
               determining the amount of the Gross-Up Payment, the
               Executive shall be deemed to pay federal income tax at
               the highest marginal rate of federal income taxation in
               the calendar year in which the Gross-Up Payment is to be
               made and state and local income taxes at the highest
               marginal rate of taxation in the state and locality of
               the Executive's residence on the Date of Termination (or
               if there is no Date of Termination, then the date on
               which the Gross-Up Payment is calculated for purposes of
               this Section 6.2), net of the maximum reduction in
               federal income taxes which could be obtained from
               deduction of such state and local taxes.

                         In the event that the Excise Tax is finally
               determined to be less than the amount taken into account
               hereunder in calculating the Gross-Up Payment, the
               Executive shall repay to Parent or the Company, as the
               case may be, within five (5) business days following the
               time that the amount of such reduction in the Excise Tax
               is finally determined, the portion of the Gross-Up
               Payment attributable to such reduction (plus that portion
               of the Gross-Up Payment attributable to the Excise Tax
               and federal, state and local income and employment taxes
               imposed on the Gross-Up Payment being repaid by the
               Executive, to the extent that such repayment results in a
               reduction in the Excise Tax and a dollar-for-dollar
               reduction in the Executive's taxable income and wages for
               purposes of federal, state and local income and
               employment taxes, plus interest on the amount of such
               repayment at 120% of the rate provided in section
               1274(b)(2)(B) of the Code.  In the event that the Excise
               Tax is determined to exceed the amount taken into account
               hereunder in calculating the Gross-Up Payment (including
               by reason of any payment the existence or amount of which
               cannot be determined at the time of the Gross-Up
               Payment), Parent or the Company shall make an additional
               Gross-Up Payment in respect of such excess (plus any
               interest, penalties or additions payable by the Executive
               with respect to such excess) within five (5) business
               days following the time that the amount of such excess is
               finally determined.  The Executive, Parent and the
               Company shall each reasonably cooperate with the other in
               connection with any administrative or judicial
               proceedings concerning the existence or amount of
               liability for Excise Tax with respect to the Total
               Payments.

                    7.  Full Settlement; Mitigation.

                         Parent's and the Company's obligation to make
               the payments provided for in this Agreement and otherwise
               to perform their obligations hereunder shall not be
               subject to any set-off, counterclaim, recoupment, defense
               or other claim, right or action which Parent or the
               Company may have against the Executive or others.  In no
               event shall the Executive be obligated to seek other
               employment or take any other action by way of mitigation
               of the amounts (including amounts for damages for breach)
               payable to the Executive under any of the provisions of
               this Agreement and such amounts shall not be reduced
               whether or not the Executive obtains other employment.

                    8.  Confidential Information.

                         The Executive shall hold in a fiduciary
               capacity for the benefit of Parent and the Company all
               secret, confidential information, knowledge or data
               relating to the Company or any of its affiliated
               companies and their respective businesses which shall
               have been obtained by the Executive during his employment
               by the Company or any of their affiliated companies and
               that shall not have been or now or hereafter have become
               public knowledge (other than by acts by the Executive or
               representatives of the Executive in violation of this
               Agreement).  The Executive shall not, without the prior
               written consent of Parent or as may otherwise be required
               by law or legal process, communicate or divulge any such
               information, knowledge or data to anyone other than
               Parent and those designated by it.

                    9.  Successors.

                         (a)  Assignment by Executive.  This Agreement
               is personal to the Executive and, without the prior
               written consent of Parent or the Company, shall not be
               assignable by the Executive otherwise than by will or the
               laws of descent and distribution.  This Agreement shall
               inure to the benefit of and be enforceable by the
               Executive's legal representatives.

                         (b)  Successors and Assigns.  This Agreement
               shall inure to the benefit of and be binding upon Parent
               and the Company, and their respective successors and
               assigns.

                         (c)  Assumption.  Parent or the Company, as the
               case may be, shall require any successor (whether direct
               or indirect, by purchase, merger, consolidation or
               otherwise) to all or substantially all of the business
               and/or assets thereof to expressly assume and agree to
               perform this Agreement in the same manner and to the same
               extent that Parent or the Company, as the case may be,
               would be required to perform this Agreement if no such
               succession had taken place.  In the event of the
               liquidation of the Company, the Executive shall be an
               employee of Parent and Parent shall be solely liable for
               all obligations of the Company hereunder.  As used in
               this Agreement, Parent and the "Company" shall mean
               Parent and the Company, respectively, as hereinbefore
               defined and any successor to their businesses and/or
               assets as aforesaid that assumes and agrees to perform
               this Agreement by operation of law, or otherwise.

                    10.  Miscellaneous.

                         (a)  Governing Law.  This Agreement shall be
               governed by and construed in accordance with the laws of
               New York, without reference to its principles of conflict
               of laws.  The captions of this Agreement are not part of
               the provisions hereof and shall have no force or effect. 
               This Agreement may not be amended, modified, repealed,
               waived, extended or discharged except by an agreement in
               writing signed by the party against whom enforcement of
               such amendment, modification, repeal, waiver, extension
               or discharge is sought.  No person, other than pursuant
               to a resolution of its respective Board of Directors (or
               a committee thereof), as the case may be, shall have
               authority on behalf of Parent or the Company to agree to
               amend, modify, repeal, waive, extend or discharge any
               provision of this Agreement or take any other action in
               respect thereto.

                         (b)  Notices.  All notices and other
               communications hereunder shall be in writing and shall be
               given by hand delivery to the other party or by
               registered or certified mail, return-receipt requested,
               postage prepaid, addressed, in the case of Parent, to
               Parent's headquarters, in the case of the Company, to the
               Company's headquarters and, in the case of the Executive,
               to the address on the signature page of this Agreement
               or, in either case, to such other address as any party
               shall have subsequently furnished to the other parties in
               writing.  Notice and communications shall be effective
               when actually received by the addressee.

                         (c)  Severability.  The invalidity or
               unenforceability of any provision of this Agreement shall
               not affect the validity or enforceability of any other
               provision of this Agreement.

                         (d)  Taxes.  The Company may withhold from any
               amounts due and payable under this Agreement such
               federal, state or local taxes as shall be required to be
               withheld pursuant to any applicable law or regulation.

                         (e)  No Waiver.  Any party's failure to insist
               upon strict compliance with any provision hereof or the
               failure to assert any right such party may have
               hereunder, including, without limitation, the right of
               the Executive to terminate employment for Good Reason
               pursuant to Section 5(c) of this Agreement, shall not be
               deemed to be a waiver of such provision or right or any
               other provision or right of this Agreement.

                         (f)  Entire Agreement; Survival.  This
               Agreement entered into as of the date hereof among
               Parent, the Company and the Executive contains the entire
               agreement of the Executive, Parent and the Company or
               their respective predecessors or subsidiaries with
               respect to the subject matter of the Agreement, and all
               promises, representations, understandings, arrangements
               and prior agreements, including without limitation the
               Employment Agreement, are merged into, and superseded by,
               the Agreement.  Any provision hereof which by its terms
               applies in whole or part after a termination of the
               Executive's employment hereunder shall survive such
               termination.

                         IN WITNESS WHEREOF, the Executive has executed
               this Agreement and, pursuant to due authorization from
               its Board of Directors, each of Parent and the Company
               has caused this Agreement to be executed, as of the day
               and year first above written.

                                   CTS CORPORATION

                                   By    /s/ Joseph P. Walker           
                                     -----------------------------------
                                   Name:     Joseph P. Walker
                                   Title:    Chairman, President and
                                             Chief Executive Officer


                                   DYNAMICS CORPORATION OF AMERICA

                                   By    /s/ Andrew Lozyniak            
                                     -----------------------------------
                                   Name:     Andrew Lozyniak
                                   Title:    President


                                   /s/ Henry V. Kensing                 
                                   -------------------------------------
                                   HENRY V. KENSING

                                   Address:  60 Orchard Road
                                             Mount Kisco, NY  10549




                                       EXHIBIT A

                                    HENRY V. KENSING

                         Mr. Kensing will be the Vice President, General
               Counsel and Secretary of the Company and in connection
               therewith will have such duties, responsibilities and
               authority as are customarily incident to the principal
               legal officer of a corporation that is a wholly owned
               U.S. subsidiary of a publicly traded U.S. company,
               subject to the oversight of the Chief Executive Officer
               of the Company and the Board of Directors of the Company. 
               Mr. Kensing will report to the Chief Executive Officer of
               the Company and consult with, and coordinate the
               discharge of his activities with, the General Counsel of
               Parent.