Exhibit 10.11


SHARE PURCHASE AND ASSIGNMENT AGREEMENT


between

	
  
1.
  	
  
Vishay Semiconductor GmbH
  
	
  
 
  	
  
Theresienstraße 2
  
	
  
 
  	
  
74025 Heilbronn, Germany
  




- hereinafter referred to as “Seller” -


and

	
  
2.
  	
  
WT Sechzigste Verwaltungs    GmbH
  
	
  
 
  	
  
(in   future: Siliconix Holding GmbH)
  
	
  
 
  	
  
Wilhelm-Hauff-Str. 2-4
  
	
   
  	
  
60325 Frankfurt am Main, Germany
  
	
  
 
  	
  
(in future: Fraunhofer Str. 1
  
	
  
 
  	
  
25524 Itzehoe, Germany)
  




- hereinafter referred to as “Purchaser” -


Seller and Purchaser are hereinafter jointly also referred to as “Parties” and each as “Party”


Recitals


The Seller is the sole shareholder of Vishay Semiconductor Itzehoe GmbH, a German company with limited liability, registered with the commercial register at the Local Court of Itzehoe under registration number HR B 1547 (hereinafter referred to as the “Company”). The stated share capital of the Company amounts to EUR 5,113,000.00 (in words: Euro five million one hundred thirteen thousand) and consists of one share (hereinafter referred to as the “Share”).


The Seller wishes to sell the Share in the Company to the Purchaser and the Purchaser wishes to acquire such Share. Therefore, the Parties agree as follows:








§ 1


Sale and Assignment of Share

	
  (1)
  	
  
The Seller hereby sells and assigns the Share in the Company to the   Purchaser with effect as of December 31, 2004 24:00 hours / January 1, 2005   0:00 hours (hereinafter referred to as the “Effective   Time”) with all rights and obligations including entitlements to   dividends for time periods following the Effective Time. For the avoidance of   doubt, the Seller shall be entitled to dividends declared for the present   business year ending December 31, 2004.
  
	
  
 
  	
  
 
  
	
  
(2)
  	
  
The Purchaser acquires the Share and accepts the assignment of the   Share as of the Effective Time.
  




§ 2


Purchase Price and Purchase Price Adjustment

	
  
(1)
  	
  
The base purchase price for the Share shall amount to EUR 5,990,551   (in words: Euro five million nine hundred ninety thousand five hundred fifty   one) and will become immediately due and payable to the account of the Seller   with
  




                                                            Bank:          Bayerische HypoVereinsbank AG, Landshut
                                                              [Account Numbers Omitted]


	
  
 
  	
  
(hereinafter referred to as the “Base   Purchase Price”).
  
	
  
 
  	
  
 
  
	
  
(2)
  	
  
The Board of Directors of Siliconix Incorporated, the ultimate parent   company of the Purchaser, has engaged American Appraisal to conduct an   independent appraisal of the value of the Company.  Such appraisal is presently conducted and is expected to be   delivered early in 2005 (hereinafter referred to as the “Appraisal”).
  
	
  
 
  	
  
 
  
	
  
(3)
  	
  
Upon receipt of the Appraisal both Parties have the right to review   with their independent certified public accountants all work papers and   supporting documents used to prepare such Appraisal during the succeeding 30   (thirty) days period.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Each Party shall notify the respective other Party in writing on or   before the last day of such period of any good faith objections to the   Appraisal including a reasonably specific description and a respective Euro   amount of such objection.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
If neither Parties delivers such notification in due time, the   Appraisal shall be deemed to have been accepted by both Parties.
  









	
  
 
  	
  
(c)
  	
  
If either Purchaser or Seller object in good faith to the Appraisal,   both Parties and their auditors shall attempt to resolve in good faith any   such objections within 15 days following the expiration of the 30 days   period.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
If the Seller and the Purchaser together with their respective   auditors are unable to resolve the matter within such 15 days period, then   Price Waterhouse as arbitrator (Schiedsgutachter) shall make the   decision on any remaining good faith objections with final and binding effect   on both Parties. Price Waterhouse shall in accordance with Sec. 91 et al of   the German Code of Civil Procedure also decide which Party shall bear the   costs of this arbitration including without limitation Price Waterhouse’   fees. Both Parties shall cooperate with Price Waterhouse. Price Waterhouse   shall be instructed to reach its conclusion regarding the dispute preferably   in 30 days of its appointment. Any resolution of Price Waterhouse shall be   conclusive and binding on both Parties.
  
	
   
  	
  
 
  
	
  
(4)
  	
  
The Base Purchase Price shall be increased by an amount corresponding   to the value ascertained in the Appraisal or in the proceeding described in   subsection (3) above less the Base Purchase Price provided that such balance   is a positive amount (hereinafter referred to as the “Additional Purchase Price”). For the   avoidance of doubt, if the value ascertained in the Appraisal or in the   proceeding described in subsection (3) above is less than the Base Purchase   Price, the Base Purchase Price shall be the final purchase price without any   adjustment or reduction.
  
	
  
 
  	
  
 
  
	
  
(5)
  	
  
The Additional Purchase Price shall become due and payable to the   account designated in subsection (1) above no later than 2 (in words: two)   weeks from the day on which the Appraisal has become binding upon the   Parties-
  
	
  
 
  	
  
 
  




§ 3


Encumbrance of Share


The Share has been pledged by the Seller by notarial deed dated December 1, 2003 (roll of deeds of the notary public Dr. Harald Jung, officiating in the district of the Appellate Court of Frankfurt am Main, number 146/2003) to a group of banks lead by Comerica Bank as agent (hereinafter referred to as the “Share Pledge”). Comerica Bank will issue in the form as attached as Annex 4 to this Agreement a release for the Share Pledge.







§ 4


Representations and Warranties

	
  
(1)
  	
  
By way of an independent guarantee within the meaning of Section 311   of the German Civil Code the Seller hereby warrants to the Purchaser:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
The Company has been validly created and is duly organized as a   German company with limited liability.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
The Share has been validly created, is fully paid up and has not been   repaid.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
The Share is free from liens and encumbrances or any other rights of   third parties including silent partnerships except as disclosed in § 3 of   this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(2)
  	
  
Except as provided for herein above, the Seller does not give any   other warranties or make any further representations.
  




§ 5


Remedies

	
  
(1)
  	
  
In case of a violation of any of the representations and warranties   given in § 4 of this Agreement, the Seller shall put the Purchaser in the   position it would be in, if the representation would have been correct and   the warranty would not have been violated.
  
	
  
 
  	
  
 
  
	
  (2)
  	
  
Sections 249 et al of the German Civil Code shall apply. Damages shall not   exceed the aggregate amount of the Base Purchase Price and the Additional   Purchase Price.
  
	
  
 
  	
  
 
  
	
  
(3)
  	
  
Any claims for damages shall become time barred 2 (in words: two)   years after the Effective Time.
  




§ 6


Covenants of Purchaser

	
  
(1)
  	
  
Purchaser is aware that the Seller and the Company had entered into a   profit and loss transfer agreement dated July 9, 2002 with effect as of   December 31, 2001 24:00 hours / January 1, 2002 0:00 hours and that such   agreement was canceled with effect as of the Effective Time by an agreement   between the Seller and the Company dated December 20, 2004. The Purchaser   undertakes to support implementation of such cancellation including by means   of respective shareholders’ resolutions for the Company for time periods   after the Effective Time to the extent legally possible and reasonably   expectable.
  









	
  (2)
  	
  
The Purchaser will hold the Seller free of and harmless from any   debts it may incur in connection with such profit and loss transfer agreement   for any time periods after the Effective Time.
  




§ 7


Miscellaneous

	
  
(1)
  	
  
This Agreement shall be governed by and construed in accordance with   the laws of Germany excluding international conventions and its provisions on   conflict of laws.
  
	
  
 
  	
  
 
  
	
  
(2)
  	
  
Place of venue for disputes arising out of or in connection with this   Agreement shall be with the competent courts of Itzehoe.
  
	
  
 
  	
  
 
  
	
  
(3)
  	
  
Notices to be given hereunder shall be given to the addresses of the   Parties stated above or such other address of which the respective Party has   duly notified the other Party.
  
	
   
  	
  
 
  
	
  
(4)
  	
  
This Agreement including this clause may only be amended or waived by   written instrument executed by both Parties hereto unless a stricter form is   required.
  
	
  
 
  	
  
 
  
	
  
(5)
  	
  
All costs in connection with the execution of this Agreement   including notarial fees shall be borne by the Purchaser. Each Party shall   bear the fees of its own advisors.
  
	
  
 
  	
  
 
  
	
  
(6)
  	
  
Should any provision of this Agreement be or become invalid or   unenforceable, the validity or enforceability of the remaining provisions of   this Agreement shall not be affected thereby. The Parties shall replace such   invalid or unenforceable provision by a suitable and equitable, legally valid   and enforceable provision which comes as close as possible to the intent and   purpose of the invalid or unenforceable provision. The same shall apply if   the Parties have, by oversight, failed to address a certain matter in this   Agreement (Regelungslücke).
  









	
  Vishay Semiconductor GmbH
  
	
   
  
	
   
  
	
  Rainer Kropf
  
	
  Managing Director
  
	
   
  
	
   
  
	
  WT   Sechzigste Verwaltungs  GmbH
  
	
            (in   future: Siliconix Holding GmbH)
  
	
   
  
	
  King Owyang
  
	
  Managing Director