Exhibit 10.1 

Vishay Intertechnology, Inc. 2007
Stock Incentive Program 
(as amended and restated effective February 2009)


1.
Purpose


The Vishay Intertechnology, Inc. 2007
Stock Incentive Program (the “Program”) provides for the grant of stock options,
restricted stock and restricted stock units to executive officers, key employees
and directors of Vishay Intertechnology, Inc. (the “Company”) and its
subsidiaries. The purpose of the Program is to enhance the long-term performance
of the Company and to provide the selected individuals with an incentive to
improve the growth and profitability of the Company by acquiring a proprietary
interest in the success of the Company. 

2.
Definitions


Whenever used in the Program, the
masculine pronoun shall be deemed to include the feminine, the singular to
include the plural, unless the context clearly indicates otherwise, and the
following capitalized words and phrases shall have the meaning set forth below
unless the context plainly requires a different meaning: 

	     	(a)	     	“Agreement” means the
      written agreement between the Company and a Participant, or other
      documentation, evidencing an Award.
		 
		(b)		“Award” means a Stock
      Option, Restricted Stock, Unrestricted Stock or Restricted Stock
      Unit.
		 
		(c)		“Board” means the
      Board of Directors of the Company.
		 
		(d)		
      “Cause” means conduct by a
      Participant amounting to (1) fraud or dishonesty against the Company, (2)
      willful misconduct, repeated refusal to follow the reasonable directions
      of the Board of Directors of the Company, or knowing violation of law in
      the course of performance of the duties of Participant's employment with
      the Company, (3) repeated absences from work without a reasonable excuse,
      (4) intoxication with alcohol or drugs while on the Company's premises
      during regular business hours, (5) a conviction or plea of guilty or no
      contest to a felony or a crime involving dishonesty, or (6) a breach or
      violation of any Company policies regarding employee conduct, or a breach
      or violation of the terms of any employment or other agreement between
      Participant and the Company.

		 
		(e)		“Class B Common Stock”
      means the Class B common stock, $0.10 par value per share, of the
      Company.
		 
		(f) 		“Code” means the
      Internal Revenue Code of 1986, as amended.








	     	(g)	     	
      “Committee” means the
      Compensation Committee of the Board of Directors of the
    Company.

		 
		(h)		
      “Common Stock” means the common
      stock, par value $0.10 per share of the Company, other than Class B Common
      Stock.

		 
		(i)		
      “Company” means Vishay
      Intertechnology, Inc. a Delaware corporation, or any successor
      organization.

		 
		(j)		
      “Consent” has the meaning
      prescribed in Section 13 below.

		 
		(k)		
      “Disability” means a physical or
      mental condition which, in the judgment of the Committee, permanently
      prevents a Participant from performing his usual duties for the Company or
      such other position or job which the Company makes available to him and
      for which the Participant is qualified by reason of his education,
      training and experience. In making its determination the Committee may,
      but is not required to, rely on advice of a physician competent in the
      area to which such Disability relates. The Committee may make the
      determination in its sole discretion and any decision of the Committee
      shall be binding on all parties.

		 
		(l)		
      “Employee” means a full-time,
      nonunion, salaried employee, as that term is understood under the common
      law, of the Company.

		 
		(m)		
      “Exercise Price” means the price
      per share at which Common Stock may be purchased upon exercise of a Stock
      Option.

		 
		(n)		
      “Expiration Date” means the last
      date upon which a Stock Option can be exercised, as described in Section
      6(b).

		 
		(o)		
      “Fair Market Value” means, for
      any particular date, the last sale price of the Common Stock on the New
      York Stock Exchange or, if no reported sales take place on the applicable
      date, the average of the high bid and low asked price of the Common Stock
      as reported for such date or, if no such quotation is made on such date,
      on the next preceding day on which there were quotations, provided that
      such quotations shall have been made within the ten (10) business days
      preceding the applicable date. In the event that the Fair Market Value
      cannot be thus determined, it shall be determined in good faith by the
      Committee.

		 
		(p)		
      “Involuntary Termination” means a
      Termination of Employment but does not include a Termination of Employment
      for Cause or a Voluntary Resignation.

		 
		(q)		
      “Participant” means an individual to whom an
      Award is granted pursuant to the Program.

		 
		(r)		
      “Program” means the 2007 Vishay
      Intertechnology, Inc. Stock Incentive Program.

		 
		(s)		
      “Program Action” has the meaning
      prescribed in Section 13 below.









	     	(t)	     	“Restricted
      Stock” means restricted shares of Common Stock that may not be transferred
      until vested and are forfeitable.
		 
		(u)		“Restricted
      Stock Unit” or “RSU” means the right to receive a share of Common Stock on
      a date determined by the Committee and set forth in the applicable
      Agreement.
		 
		(v)		“Retirement”
      means a Termination of Employment from the Company or a Subsidiary, with
      the consent of the Company, on or after the “normal retirement age”
      defined under any tax qualified retirement plan maintained by the
      Company.
		 
		(w)		“Stock
      Option” or “Option” means a right to purchase shares of Common Stock
      granted pursuant to Section 6 of this Program, which shall not be treated
      as an incentive stock option under section 422 of the Code.
		 
		(x)		“Subsidiary”
      means any corporation (other than the Company) in an unbroken chain of
      corporations beginning with the Company if, at the time of the granting of
      the Award, each of the corporations other than the last corporation in the
      unbroken chain owns stock equal to 50% or more of the total combined
      voting power of all classes of stock in one of the other corporations in
      the chain.
		 
		(y)		“Termination
      of Employment” means the termination of the employee-employer relationship
      between an Employee and the Company or a Subsidiary, or the termination of
      service as a member of the Board, regardless of the fact that severance or
      similar payments are made to the Participant, for any reason, including,
      but not limited to, a Voluntary Resignation, Involuntary Termination,
      termination for Cause, death, Disability or Retirement. The Committee
      shall, in its absolute discretion, determine the effect of all matters and
      questions relating to a Termination of Employment,
      including, but not by way of limitation, the question of whether a leave
      of absence constitutes a Termination of Employment, or whether a
      Termination of Employment is for Cause. If a Participant is both an
      Employee and a member of the Board or if a Participant ceases to be an
      Employee or Board member and immediately commences service in the other
      capacity, then a Termination of Employment shall
      occur when the Participant is neither an Employee nor a member of the
      Board.
		 
		(z)		“Unrestricted Stock” means unrestricted shares of Common
      Stock.
		 
		(aa)		“Voluntary
      Resignation” means a Termination of Employment as a result of the
      Participant's resignation.







3.
Administration 

     a) The
Program shall be administered by the Committee, which shall consist of at least
two directors who are not Employees of the Company or a Subsidiary. The members
of the Committee shall be appointed by, and serve at the pleasure of, the Board.
To the extent required for transactions under the Program to qualify for the
exemptions available under Rule 16b-3 promulgated under the Securities Exchange
Act of 1934, the members of the Committee shall be “non-employee directors”
within the meaning of Rule 16b-3. To the extent required for compensation
realized from Awards to be deductible by the Company pursuant to section 162(m)
of the Code, the members of the Committee shall be “outside directors” within
the meaning of section 162(m). Notwithstanding the foregoing, no grant of an
Award shall be invalidated if the Committee is not so constituted. If the
Committee does not exist, or for any other reason determined by the Board, the
Board may take any action under the Plan that would otherwise be the
responsibility of the Committee. 

     b) The
Committee shall have full authority, in its discretion, (a) to determine the
Employees of the Company or any Subsidiary to whom Awards shall be granted and
the terms and provisions of each Award, subject to the provisions of this
Program, (b) to exercise all of the powers granted to it under this Program, (c)
to construe, interpret and implement the Program and any Agreement, (d) to
prescribe, amend and rescind rules and regulations relating to this Program,
including rules governing its own operations, (e) to determine the terms and
provisions of the respective Agreement with each Participant, (f) to make all
determinations necessary or advisable in administering the Program, and (g) to
correct any defect, supply any omission and reconcile any inconsistency in the
Program. The Committee's determinations under the Program need not be uniform
and may be made by it selectively among persons who receive, or are eligible to
receive, Awards under the Program (whether or not such persons are similarly
situated). The Committee's decisions shall be final and binding on all
Participants. 

     c) Action of
the Committee shall be taken by the vote of a majority of its members. The
determination of the Committee on all matters relating to the Program or any
Agreement (including, without limitation, the determination as to whether an
event has occurred resulting in a forfeiture or a termination or reduction of
the Company's obligations in accordance with the terms of this Program) shall be
final, binding and conclusive. No member of the Committee shall be liable for
any action or determination made in good faith with respect to the Program or
any award thereunder. 

     d) Notwithstanding any other provision of the Plan, the Committee (or the
Board acting instead of the Committee), may delegate to one or more officers of
the Company the authority to designate the individuals (other than such
officer(s) or any member of the Board), among those eligible to receive awards
pursuant to the terms of the Program, who will receive Awards and the size of
each such grant, to the fullest extent permitted by Section 157 of the Delaware
General Corporation Law (or any successor provision thereto). 

     e) With
respect to Awards granted to members of the Board who are not employees of the
Company, the Plan shall be administered (as otherwise set forth in this Section
3), including determining which individuals shall receive Awards and the terms
of any such Awards, solely by the Board. 




4.
Shares Available 

     a) Subject to
adjustment in accordance with Section 4(b), the number of shares of Common Stock
for which Awards may be granted under this Program is 3,000,000, which may
consist of treasury shares or authorized but unissued shares. The maximum number
of shares of Common Stock subject to Awards granted under this Program to any
participating Employee for any year shall not exceed 300,000 shares, subject to
adjustment in accordance with Section 4(b), below. To the extent permitted by
law, any shares of Common Stock attributable to the unexercised or otherwise
unsettled portion of any Stock Option that is forfeited, canceled, expires or
terminates for any reason without being exercised or otherwise settled in full
shall again be available for the grant of Awards under this Program, and any
shares of Common Stock tendered to the Company in payment of the Exercise Price
of a Stock Option shall also be available for the grant of Awards under this
Program, provided that no more than 3,000,000 shares of Common Stock
cumulatively shall be available under this Program at any time. 

     b) If there
is any change in the outstanding shares of Common Stock by reason of a stock
dividend or distribution, or stock split-up, or by reason of any merger,
consolidation, spinoff or other corporate reorganization in which the Company is
the surviving corporation, the number of shares that may be delivered under the
Program and the number of shares subject to each outstanding Option award, and,
if appropriate, the Exercise Price under each such Option, shall be equitably
adjusted by the Committee, whose determination shall be final, binding and
conclusive. After any adjustment made pursuant to this Section 4(b), the number
of shares subject to each outstanding Option shall be rounded down to the
nearest whole number. 

5.
Eligibility


Officers, other Employees of the
Company or a Subsidiary, and members of the Board, who are responsible for or
contribute to the management, growth, and profitability of the business of the
Company or a Subsidiary are eligible for participation in this Program. The
selection of individuals for participation in the Program shall be made by the
Committee, based on a subjective evaluation of each individual's performance and
expected future contribution to the Company and its Subsidiaries, and may take
into account the recommendations of the Chief Executive Officer of the Company.


6.
Granting of Stock Options 

     a) Grant
of Stock Options. The Committee, in its
discretion, may grant Stock Options during any year that this Program is in
effect to any eligible Employee. The terms of each Stock Option shall be
contained in an Agreement, which shall contain the number of shares of Common
Stock covered by the Option, the period during which the Option may be
exercised, the Exercise Price, and any additional terms and conditions not
inconsistent with this Program that the Committee deems to be appropriate. The
Committee shall have complete discretion in determining the number of shares of
Common Stock subject to each Option grant (subject to the share limitations set
forth in Section 4(a)) and, consistent with the provisions of this Program, the
terms, conditions and limitations pertaining to each Option. The terms of
Options need not be uniform among Participants. By accepting a Stock Option, a
Participant thereby agrees that the Option shall be subject to all of the terms and conditions of
this Program and the applicable Agreement. 




     b) Option
Term. The duration of each Option shall be
specified in the Agreement and shall not exceed ten (10) years. 

     c) Option
Price. The Exercise Price of the Common Stock
purchasable under any Stock Option shall be determined by the Committee and set
forth in each Agreement, subject to adjustment in accordance with Section 4(b).
The Exercise Price shall not be less than the Fair Market Value of a share of
Common Stock on the date the Option is granted. 

     d) Exercise of Stock Options. Each
Agreement shall contain a vesting schedule, which shall specify when the Stock
Option shall become vested and thus exercisable; provided, however, that
subsequent to the grant of an Option, the Committee, at any time before complete
termination of such Option, may accelerate the time or times at which such
Option may be exercised in whole or in part, and may permit the Participant or
any other designated person acting for the benefit of the Participant to
exercise all or any part of the Option during all or part of the remaining
Option term specified in Section 6(a), notwithstanding any provision of the
Agreement to the contrary. 

     e)
Termination of Employment. 

          (i) Death or Disability. If a Participant
has a Termination of Employment as a result of death or Disability, the time at
which the unexercised portion of any Option becomes exercisable may be
accelerated, including to make the Option immediately exercisable in full.
Except as otherwise provided in an applicable Agreement, the Option, to the
extent that it is not exercisable on the date of termination, shall expire and
terminate on such date of termination and the Option, to the extent that it is
exercisable (including after any acceleration of vesting) on such date of
termination, shall expire and terminate on the earlier of the Expiration Date or
first anniversary of the Participant's death or disability. Any exercise of an
Option following a Participant's death shall be made only by the Participant's
executor or administrator, unless the Participant's will specifically disposes
of such award, in which case such exercise shall be made only by the recipient
of such specific disposition. If a Participant's personal representative or the
recipient of a specific disposition shall be entitled to exercise an Option
pursuant to the preceding sentence, such representative or recipient shall be
bound by all the terms and conditions of the Program and the applicable
Agreement which would have applied to the Participant. 

          (ii) Retirement. If a Participant has a
Termination of Employment due to Retirement, the time at which the unexercised
portion of an Option becomes exercisable may be accelerated, including to make
the Option immediately exercisable in full. Except as otherwise provided in an
applicable Agreement, the Option, to the extent that it is not exercisable on
the date of retirement, shall expire and terminate on such date of retirement
and the Option, to the extent that it is exercisable (including after any
acceleration of vesting) on such date of retirement, shall expire and terminate
on the earlier of the last day of the Option term or the first anniversary of
the Participant's retirement. 




          (iii) Other Termination. Except
as otherwise provided in an applicable Agreement, if a Participant has a
Termination of Employment for reasons other than as provided in subsections (i)
and (ii) above, the Option, to the extent that it is not exercisable on the date
of termination, shall expire and terminate on such date of termination and the
Option, to the extent that it is exercisable (including after any acceleration
of vesting) on such date of termination, shall expire and terminate on the
earlier of the Expiration Date of the Option or on the 60th day after the
Participant's termination; provided, however, that the unexercised portion of
any Option (including any vested portion) shall expire and terminate immediately
upon a Termination of Employment for Cause.

          (iv) In the event that the Company in its sole discretion determines that the
Participant has, at any time during the 12-month period following Termination of
Employment violated the terms of any agreement with the Company or a Subsidiary
regarding (i) engaging in a business that competes with the business of the
Company or any Subsidiary, (ii) interfering in any material respect with any
contractual or business relationship of the Company or any Subsidiary, or (iii)
soliciting the employment of any person who was during such 12-month period, a
director, officer, partner, Employee, agent or consultant of the Company or a
Subsidiary, then (x) all outstanding unexercised Stock Options issued to the
holder pursuant to the Program shall be forfeited and (y) upon written request
from the Company, the Participant shall pay to the Company any gain realized
upon the exercise of an Option within the 12-month period preceding the
violation or such other period as may be set forth in the applicable Agreement.


     f) Transfer of Option. Unless the
Committee determines otherwise at the time an Option is granted, no Option
granted under the Program shall be assignable or transferable other than by will
or by the laws of descent and distribution, and all Options shall be exercisable
during the life of the Participant only by the Participant or his legal
representative. 

     g) Substituted Options. Notwithstanding
anything to the contrary in this Section 6, any Option issued in substitution
for an Option previously issued by another entity, which substitution occurs in
connection with a transaction to which Code section 424(a) is applicable, may
provide for an exercise price computed in accordance with such Code section and
the regulations thereunder and may contain such other terms and conditions as
the Committee may prescribe to cause such substitute Option to contain as nearly
as possible the same terms and conditions (including the applicable vesting and
termination provisions) as those contained in the previously issued Option being
replaced thereby. 

7.
Exercise of Stock Options 

A Stock Option shall be exercised by
the delivery of a written notice of exercise to the Vice President and Secretary
of the Company, or such other person specified by the Committee, setting forth
the number of shares of Common Stock with respect to which the Option is to be
exercised, accompanied by full payment of the Exercise Price and any required
withholding taxes. Payment of the Exercise Price for the shares of Common Stock
being purchased shall be made: (a) by certified or official bank check (or the
equivalent thereof acceptable to the Company), or (b) at the discretion of the
Committee and to the extent permitted by law, by such other provision as the
Committee may from time to time prescribe. The Committee may allow exercises to be made by means of a “cashless exercise,” with
the delivery of payment as permitted under Federal Reserve Board Regulation T,
subject to applicable securities law restrictions, or by any other means which
the Committee determines to be consistent with the Program's purpose and
applicable law. Payment shall be made on the date that the Option or any part
thereof is exercised, and no shares shall be issued or delivered upon exercise
of an Option until full payment has been made by the Participant. Promptly after
receiving payment of the full Exercise Price, the Company shall, subject to the
provisions of Section 13, deliver to the Participant, or to such other person as
may then have the right to exercise the Option, a certificate for the shares of
Common Stock for which the Option has been exercised. 




8.
Employees Based Outside of the United
States 

Notwithstanding any provision of this
Program to the contrary, in order to foster and promote the achievement of the
purposes of the Program, or to comply with these provisions in other countries
in which the Company or any Subsidiary operates or has Employees, the Committee,
in its sole discretion, shall have the power and authority to (i) determine
which Employees employed outside the United States are eligible to participate
in the Program, (ii) modify the terms and conditions of any options granted to
Employees who are employed outside the United States (including the grant of
stock appreciation rights, as described in the following paragraph, in lieu of
stock options), and (iii) establish subprograms, modified Option exercise
procedures and other terms and procedures to the extent such actions may be
necessary or advisable. 

The Committee in its discretion may
grant stock appreciation rights in lieu of Stock Options to Employees employed
outside the United States. A stock appreciation right shall provide an Employee
the right to receive in cash the difference between the Fair Market Value of a
share of Common Stock on the grant date and the exercise date, and otherwise
shall have the same terms and conditions as a Stock Option granted hereunder.
Stock appreciation rights granted under this Section 8 shall be considered as
Stock Options for the application of the limitations in Section 4(a) of the
Program. 

9.
No Rights as a Stockholder 

No Participant (or other person having
the right to exercise an Option) shall have any of the rights of a stockholder
of the Company with respect to shares subject to an Option until the issuance of
a stock certificate to such person for such shares or the establishment of an
account evidencing ownership of such shares in uncertificated form, except as
otherwise provided in Section 4(b). 

10.
Restricted Stock 

     a) Restricted Stock Grants. The Committee
may grant Restricted Stock to such key persons, in such amounts, and subject to
such vesting and forfeiture provisions and other terms and conditions as the
Committee shall determine in its sole discretion, subject to the provisions of
the Program. The terms of a grant of Restricted Stock shall be contained in an
Agreement, which shall contain the number of shares of Restricted Stock granted,
when the Restricted Stock vests and any additional terms and conditions not
inconsistent with this Program that the Committee deems to be appropriate If the
Restricted Stock is newly issued by the Company, the Participant must make payment to the Company or its exchange agent in an
amount at least equal to the par value of the shares as required by the
Committee and in accordance with the Delaware General Corporation Law.





     b) Issuance of Stock Certificate(s).
Promptly after the Committee grants Restricted Stock to a Participant, the
Company or its exchange agent shall issue to the Participant a stock certificate
or stock certificates for the shares of Common Stock covered by the Award or
shall establish an account evidencing ownership of the stock in uncertificated
form. Upon the issuance of such stock certificate(s) or establishment of such
account, the Participant shall have the rights of a stockholder with respect to
the restricted stock, subject to: (i) the nontransferability restrictions and
forfeiture provision described in Sections 10(d) and 10(e); (ii) in the
Committee’s discretion, a requirement that any dividends paid on such shares
shall be held in escrow until all restrictions on such shares have lapsed; and
(iii) any other restrictions and conditions contained in the applicable
Agreement. 

     c) Custody
of Stock Certificate(s). Unless the Committee
shall otherwise determine, any stock certificates issued evidencing shares of
restricted stock shall remain in the possession of the Company until such shares
are free of any restrictions specified in the applicable Agreement. The
Committee may direct that such stock certificate(s) bear a legend setting forth
the applicable restrictions on transferability or, if the Restricted Stock is in
book entry form, that such book entry or account be subject to electronic coding
or stop order indicating that such shares of Restricted Stock are restricted by
the terms of the Program. Such legend, electronic coding or stop order shall not
be removed until such shares of Restricted Stock vest. 

     d) Nontransferability. Restricted Stock
may not be sold, assigned, transferred, pledged or otherwise encumbered or
disposed of except as otherwise specifically provided in this Program or the
applicable Agreement. The Committee at the time of grant shall specify the date
or dates (which may depend upon or be related to a period of continued
employment with the Company, the attainment of performance goals or other
conditions or a combination of such conditions) on which the nontransferability
of the restricted stock shall laps. 

     e) Termination of Employment. Except as
may otherwise be provided by the Committee at any time prior to a Participant’s
termination of employment, a Participant’s termination of employment for any
reason (including death) shall cause the immediate forfeiture of all Restricted
Stock that has not yet vested as of the date of such termination of employment.
Unless the Board or the Committee determines otherwise, all dividends paid on
such shares also shall be forfeited, whether by termination of any escrow
arrangement under which such dividends are held, by the Participant’s repayment
of dividends received directly, or otherwise. 

11.
Unrestricted Stock 

The Committee may grant (or sell at a
purchase price at least equal to par value) shares of Common Stock free of
restrictions under the Program, to such key persons and in such amounts as the
Committee shall determine in its sole discretion. Shares may be thus granted or
sold in respect of past services or other valid consideration. 




12.
Restricted Stock Units 

     a) Restricted Stock Unit Grants. The
Committee may grant Restricted Stock Units to such key persons, in such amounts,
and subject to such terms and conditions as the Committee shall determine in its
discretion, subject to the provisions of the Program. The terms of a grant of
Restricted Stock Units shall be contained in an Agreement, which shall contain
the number of Restricted Stock Units granted, when the Restricted Stock Units
vest, when the shares of Common Stock will be issued and any additional terms
and conditions not inconsistent with this Program that the Committee deems to be
appropriate. Unless the applicable Agreement provides otherwise, a share of
Common Stock will be issued immediately upon vesting of a Restricted Stock Unit.
RSUs may be awarded independently of or in connection with any other Award under
the Program. 

     b) Vesting. Restricted stock units may
not be sold, assigned, transferred, pledged or otherwise encumbered or disposed
of except as otherwise specifically provided in this Program or the applicable
Agreement. The Committee at the time of grant shall specify the date or dates
(which may depend upon or be related to a period of continued employment with
the Company, the attainment of performance goals or other conditions or a
combination of such conditions) on which the RSUs shall vest. 

     c) Termination of Employment. Except as
may otherwise be provided by the Committee at any time prior to a Participant’s
termination of employment, a Participant’s termination of employment for any
reason (including death) shall cause the immediate forfeiture of all RSUs that
have not yet vested as of the date of such termination of employment.


13.
Consents and Approvals 

If the Committee shall at any time
determine that any Consent (as hereinafter defined) is necessary or desirable as
a condition of, or in connection with, the issuance of shares under the Program
or the taking of any other action thereunder (each such action being hereinafter
referred to as a “Program Action”), then such Program Action shall not be taken,
in whole or in part, unless and until such Consent shall have been effected or
obtained to the full satisfaction of the Committee. The term “Consent” as used
herein with respect to any Program Action means (a) any and all listings,
registrations or qualifications in respect thereof upon any securities exchange
or under any federal, state or local law, rule or regulation, (b) any and all
written agreements and representations by the Participant with respect to the
disposition of shares, or with respect to any other matter, which the Committee
shall deem necessary or desirable to comply with the terms of any such listing,
registration or qualification or to obtain an exemption from the requirement
that any such listing, qualification or registration be made and (c) any and all
consents, clearances and approvals in respect of a Program Action by any
governmental or other regulatory bodies. 





14.
Change in Control 

     a) Change
in Control Defined. A “Change in Control”
shall be deemed to have occurred at such time as: 

          (i) a “person” or “group” within the meaning of Section 13(d) of the
Securities Exchange Act of 1934 (the “Exchange Act”) (other than the Company or
any of its Subsidiaries or any employee benefit plans of the Company or any of
its Subsidiaries or any Permitted Holders) becomes the direct or indirect
“beneficial owner”, as defined in Rule 13d-3 under the Exchange Act, of 50% or
more, in the aggregate, of the voting power of the (x) Common Stock and Class B
Common Stock then outstanding or (y) other capital stock into which the Common
Stock or Class B Common Stock is reclassified or changed; 

          (ii) the consummation of any share exchange, consolidation or merger of the
Company pursuant to which the Common Stock will be converted into cash,
securities or other property or any sale, lease or other transfer in one
transaction or a series of transactions of all or substantially all of the
consolidated assets of the Company and its Subsidiaries, taken as a whole, to
any person other than to a Subsidiary of the Company; provided, however, that a
transaction where the holders of the Common Stock and the Class B Common Stock
immediately prior to such transaction own, directly or indirectly, more than 50%
of aggregate voting power of all classes of common equity of the continuing or
surviving corporation or transferee entitled to vote generally in the election
of directors immediately after such event shall not be a Change in Control;


          (iii) the Continuing Directors cease to constitute at least a majority of the
Company’s board of directors; or 

          (iv) the stockholders of the Company approve any plan or proposal for the
liquidation or dissolution of the Company. 

          “Permitted Holder” means each of Dr. Felix Zandman or his
wife, children or lineal descendants, the Estate of Mrs. Luella B. Slaner or her
children or lineal descendants, any trust established for the benefit of such
persons, or any “person” (as such term is used in Section 13(d) or 14(d) of the
Exchange Act), directly or indirectly, controlling, controlled by or under
common control with any such person mentioned in this paragraph or any trust
established for the benefit of such persons or any charitable trust or
non-profit entry established by a Permitted Holder, or any group in which such
Permitted Holders hold more than a majority of the voting power of the Common
Stock and Class B Common Stock deemed to be beneficially owned by such group.


          “Continuing Director” means a director who either was a member
of the Board of Directors on April 1, 2008 or who becomes a member of the Board
of Directors subsequent to that date and whose election, appointment or
nomination for election by the stockholders of the Company is duly approved by a
majority of the Continuing Directors on the Board of Directors at the time of
such approval, either by a specific vote or by approval of the proxy statement
issued by the Company on behalf of the Board of Directors in which such
individual is named as nominee for director. 




     b)
Effect of a Change in Control.

          (i) Upon the occurrence of a Change in Control, the Committee may cause all
or some of the Awards outstanding under the Plan to be fully vested as of the
effective date of the Change in Control. 

          (ii) Upon the occurrence of a Change in Control that results in (i) a
dissolution or liquidation of the Company, (ii) a sale of all or substantially
all of the Company’s assets, (iii) a merger or consolidation involving the
Company in which the Company is not the surviving corporation or (iv) a merger
or consolidation involving the Company in which the Company is the surviving
corporation but the holders of shares of Common Stock receive securities of
another corporation and/or other property, including cash, the Committee shall,
in its absolute discretion (which may include not treating all options
uniformly), elect to either: 

	     	     	1.	     	
      amend each Stock Option so that
      it becomes exercisable in full at least two weeks before the occurrence of
      such event and expires upon the occurrence of such event;

			 
			2.		
      cancel, effective immediately
      prior to the occurrence of such event, each Stock Option outstanding
      immediately prior to such event (whether or not then exercisable), and, in
      full consideration of such cancellation, pay to the Participant an amount
      in cash, for each share of Common Stock subject to such Stock Option equal
      to the excess of (x) the value, as determined by the Committee in its
      absolute discretion, of the property (including cash) received by the
      holder of a share of Common Stock as a result of such event over (y) the
      exercise price of such Stock Option; or

			 
			3.		
      provide for the exchange of each
      Stock Option outstanding immediately prior to such event (whether or not
      then exercisable) for an option on some or all of the property which a
      holder of the number of shares of Common Stock subject to such Stock
      Option would have received and, incident thereto, make an equitable
      adjustment as determined by the Committee in its absolute discretion in
      the exercise price of the Stock Option, or the number of shares or amount
      of property subject to the Stock Option or, if appropriate, provide for a
      cash payment to the Participant in partial consideration for the exchange
      of the Stock Option.



15.
Limitations Imposed by Section
162(m) 

     a) Qualified Performance-Based Compensation. The Committee may make the granting and/or vesting of an Award subject
to the attainment of one or more pre-established objective performance goals
during a performance period, as set forth below. It is intended that the
compensation realized by the Participant from such Awards would qualify as
“qualified performance-based compensation” within the meaning of Code section
162(m). 




          (i) Performance Goals. Prior to the
ninety-first (91st) day of the applicable performance period or during such
other period as may be permitted under section 162(m) of the Code, the Committee
shall establish one or more objective performance goals with respect to
such performance period. Such performance goals
shall be expressed in terms of one or more of the following criteria: (a)
earnings (either in the aggregate or on a per-share basis, reflecting dilution
of shares as the Committee deems appropriate and, if the Committee so
determines, net of or including dividends); (b) adjusted net income (meaning net
income, excluding restructuring and related severance costs, inventory
write-downs and related purchase commitment charges, write-offs of purchased
research and development, and individually material one-time gains or charges);
(c) gross or net sales; (d) cash flow(s) (including either operating or net cash
flows); (e) financial return ratios; (f) total shareholder return, shareholder
return based on growth measures or the attainment by the shares of a specified
value for a specified period of time, share price or share price appreciation;
(g) value of assets, return or net return on assets, net assets or capital
(including invested capital); (h) adjusted pre-tax margin; (i) margins, profits
and expense levels; (j) dividends; (k) market share, market penetration or other
performance measures with respect to specific designated products or product
groups and/or specific geographic areas; (l) reduction of losses, loss ratios or
expense ratios; (m) reduction in fixed costs; (n) operating cost management; (o)
cost of capital; (p) debt reduction; (q) productivity improvements; (r)
inventory turnover measurements; or (s) customer satisfaction based on specified
objective goals or a Company-sponsored customer survey. Each such performance
goal (A) may be expressed (1) with respect to the Company as a whole or with
respect to one or more divisions or business units, (2) on a pre-tax or
after-tax basis, (3) on an absolute and/or relative basis, and (B) may employ
comparisons with past performance of the Company (including one or more
divisions) and/or the current or past performance of other companies, and in the
case of earnings-based measures, may employ comparisons to capital,
stockholders' equity and shares outstanding. 

To the extent applicable, the measures
used in performance goals set under the Program shall be determined in
accordance with generally accepted accounting principles (“GAAP”) and in a
manner consistent with the methods used in the Company's regular reports on
Forms 10-K and 10-Q, without regard to any of the following, unless otherwise
determined by the Committee consistent with the requirements of section
162(m)(4)(C) and the regulations thereunder: 

	     	     	1.	     	all items of gain,
      loss or expense for a fiscal year that are related to special, unusual or
      non-recurring items, events or circumstances affecting the Company or the
      financial statements of the Company;
			 
			2.		all items of gain,
      loss or expense for a fiscal year that are related to (i) the disposal of
      a business or discontinued operations or (ii) the operations of any
      business acquired by Company during the fiscal year; and
			 
			3.		all items of gain,
      loss or expense for a fiscal year that are related to changes in
      accounting principles or to changes in applicable law or
      regulations.
			 
			4.		To the extent any
      objective performance goals are expressed using any earnings or
      sales-based measures that require deviations from GAAP, such deviations
      shall be at the discretion of the Committee and established at the time
      the applicable performance goals are
established.







          (ii) Performance Period. The Committee in
its sole discretion shall determine the length of each performance period.


     b) Nonqualified Deferred Compensation.
Notwithstanding any other provision hereunder, if and to the extent that the
Committee determines the Company’s federal tax deduction in respect of an Award
may be limited as a result of section 162(m) of the Code, the Committee may take
the following actions: 

          (i) With respect to Options, the Committee may delay the exercise or payment,
as the case may be, in respect of such Options until a date that is within 30
days after the date that compensation paid to the grantee no longer is subject
to the deduction limitation under section 162(m) of the Code. In the event that
a Participant exercises an Option at a time when the grantee is a 162(m) covered
employee, and the Committee determines to delay the exercise or payment, as the
case may be, in respect of such Option, the Committee shall credit a cash amount
equal to the Fair Market Value of the Common Stock payable to the Participant to
a book account. The Participant shall have no rights in respect of such book
account and the amount credited thereto shall not be transferable by the
Participant other than by will or laws of descent and distribution. The
Committee may credit additional amounts to such book account as it may determine
in its sole discretion. Any book account created hereunder shall represent only
an unfunded, unsecured promise by the Company to pay the amount credited thereto
to the Participant in the future. 

          (ii) With respect to Restricted Stock or RSUs, the Committee may require the
Participant to surrender to the Committee any certificates with respect to
Restricted Stock and agreements with respect to RSUs, in order to cancel the
awards of such Restricted Stock or RSUs. In exchange for such cancellation, the
Committee shall credit to a book account a cash amount equal to the Fair Market
Value of the shares of Common Stock subject to such Awards. The amount credited
to the book account shall be paid to the Participant within 30 days after the
date that compensation paid to the grantee no longer is subject to the deduction
limitation under section 162(m) of the Code. The Participant shall have no
rights in respect of such book account and the amount credited thereto shall not
be transferable by the Participant other than by will or laws of descent and
distribution. The Committee may credit additional amounts to such book account
as it may determine in its sole discretion. Any book account created hereunder
shall represent only an unfunded, unsecured promise by the Company to pay the
amount credited thereto to the Participant in the future. 

16.
Tax Withholding 

The Company shall withhold any taxes
required to be withheld by federal, state or local government in connection with
an Award. The Company shall have the right to require a Participant to remit to
the Company an amount sufficient to satisfy any federal, state and local
withholding tax requirements prior to the delivery of any certificate or
certificates for shares. A Participant may pay the withholding tax in cash, or,
if the Agreement provides, a Participant may also elect to have the number of
shares of Common Stock he is to receive reduced by the smallest number of whole
shares of Common Stock which, when multiplied by the Fair Market Value of the
shares determined as of the date on which the amount of tax to be withheld is
determined, is sufficient to satisfy federal, state and local, if any,
withholding taxes arising from the Award. Any
such election must be made on or before the date on which the amount of tax
required to be withheld is determined. 




17.
Right of Discharge Reserved 

Nothing in the Program or in any
Agreement shall confer upon any Participant the right to continue as an Employee
or executive officer of the Company or any Subsidiary, or affect any right which
the Company may have to terminate such Employee or executive officer.


18.
Amendment


The Board may amend the Program, and
the Committee may amend any outstanding Agreement, in any respect whatsoever,
except that, other than pursuant to Section 14(b), no amendment to an
outstanding Agreement shall materially impair any rights or materially increase
any obligations of any Participant under any Award without the consent of the
Participant (or, after the Participant's death, the person succeeding to the
Participant’s interests with respect to the Award). An amendment shall be
subject to stockholder approval to the extent necessary for compliance with Code
section 162(m) and other applicable law or regulation. 

19.
Term of the Program 

This Program initially became effective
on May 22, 2007, the date approved by the stockholders of the Company. The
Program, as amended and restated, is effective on April 11, 2008, the date the
amendment and restatement was adopted by the Board. The Program shall terminate
upon the earlier of (i) the date on which all Common Stock available under this
Program have been issued, (ii) the tenth anniversary of the effective date, or
(iii) the termination of this Program by the Committee subject to approval of
the Board of Directors of the Company. No Award may be granted after the
termination of the Program. Any outstanding Awards as of the date the Program
terminates shall remain in full force and effect, subject to the terms of the
Program and the relevant Agreement relating to such Award. 

20.
Indemnification 

Each person who is or shall have been a
member of the Committee, or of the Board of Directors, shall be indemnified and
held harmless by the Company from and against any loss, cost, liability or
expense that may be imposed upon or reasonably incurred by such person in
connection with or resulting from any claim, action, suit or proceeding to which
such person may be a party or in which such person may be involved by reason of
any action taken or failure to act under the Program and against and from any
and all amounts paid by such person in settlement thereof with the Company's
approval, or paid by such person in satisfaction of any judgment in any such
action, suit or proceeding against such person, provided such person shall give
the Company an opportunity, at its own expense, to handle and defend the same
before such person undertakes to handle and defend it on such person's own
behalf. The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled from the
Company, as a matter of law, or otherwise. 




21.
Successors


All obligations of the Company under
the Program, with respect to any Award granted hereunder, shall be binding on
any successor to the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger consolidation or otherwise, of
all or substantially all of the business and/or assets of the Company.


22.
Severability 

In the event any provision of the
Program shall be held illegal or invalid for any reason, such illegality or
invalidity shall not affect the remaining parts of the Program, and the Program
shall be construed and enforced as if the illegal or invalid provision had not
been included. 

23.
Governing Law 

This Program and any grant of Awards
made and any action taken hereunder shall be subject to and construed and
interpreted in accordance with the laws of the State of Delaware, without giving
effect to principles of conflict of laws. 




VISHAY INTERTECHNOLOGY
INC.

ANNEX A - ISRAEL

TO THE 2007 STOCK INCENTIVE
PROGRAM 




DEFINITIONS 

For purposes of this Annex and the
Agreement, the following definitions shall apply: 

	     	     	(a)	     	“Affiliate” - any
      “employing company” within the meaning of Section 102(a) of the
      Ordinance.
			 
			(b)		“Approved 102 Award” -
      an Award granted pursuant to Section 102(b) of the Ordinance and held in
      trust by a Trustee for the benefit of the Participant.
			 
			(c)		“Capital Gain Award (CGA)” - an Approved 102 Award elected and designated by the Company to
      qualify under the capital gain tax treatment in accordance with the
      provisions of Section 102(b)(2) of the Ordinance.
			 
			(d)		“Controlling Shareholder” - shall have the meaning ascribed to it in Section 32(9) of the
      Ordinance.
			 
			(e)		“Employee” - a person
      who is employed by the Company or its Subsidiaries, including an
      individual who is serving as an office holder, but excluding any
      Controlling Shareholder, all as determined in Section 102 of the
      Ordinance.
			 
			(f)		“ITA” - the Israeli
      Tax Authorities.
			 
			(g)		“Non-Employee” -
      a director of the Company who is not an
      Employee.
			 
			(h)		“Ordinary Income Award (OIA)” - an Approved 102 Award elected and designated by the Company to
      qualify under the ordinary income tax treatment in accordance with the
      provisions of Section 102(b)(1) of the Ordinance.
			 
			(i)		“102 Award” -
      any Award granted to Employees pursuant
      to Section 102 of the Ordinance.
			 
			(j)		“3(i) Option” -
      an Option granted pursuant to Section
      3(i) of the Ordinance to any person who is a Non-Employee.
			 
			(k)		“Ordinance” - the
      Israeli Income Tax Ordinance [New Version] 1961 as now in effect or as
      hereafter amended.
			 
			(l)		“Section 102” -
      Section 102 of the Ordinance and any
      regulations, rules, orders or procedures promulgated thereunder as now in
      effect or as hereafter amended.
			 
			(m)		“Trustee” -
      any individual appointed by the Company
      to serve as a trustee and approved by the ITA, all in accordance with the
      provisions of Section 102(a) of the Ordinance.
					 
			(n)		“Unapproved 102 Award”
      - an Award granted pursuant to Section 102(c) of the Ordinance and not
      held in trust by a Trustee.


For the avoidance of any doubt, it is
hereby clarified that any capitalized terms not specifically defined in this
Annex shall be construed according to the interpretation given to it in the
Program. 






ANNEX A -
ISRAEL 

1. GENERAL 

	     	1.1.	     	This Annex (the:
      “Annex”) shall apply only to Participant who are residents of the State
      of Israel or those who are deemed to be residents of the State of Israel
      for the payment of tax. The provisions specified hereunder shall form an
      integral part of the 2007 Stock Incentive Program of Vishay
      Intertechnology Inc. (hereinafter: the “Program”), which applies to the
      issuance of Awards to purchase Shares of Vishay Intertechnology Inc.
      (hereinafter: the “Company”). All capitalized terms that are not defined in this
      Annex A shall have the meaning given to such term in the Program.
      According to the Program, Awards to purchase the Company’s Shares may be
      issued to employees, and officers of the Company or its subsidiaries and
      members of the Board.
		 
		1.2		This Annex is
      effective with respect to Awards granted following Amendment no. 132 of
      the Ordinance, which entered into force on January 1, 2003.
		 
		1.3		This Annex is to be
      read as a continuation of the Program and only modifies awards granted to
      Israeli Participants so that they comply with the requirements set by the
      Israeli law in general, and in particular with the provisions of Section
      102 (as specified herein), as may be amended or replaced from time to
      time. For the avoidance of doubt, this Annex does not add to or modify the
      Program in respect of any other category of Participants.
		 
		1.4		The Program and this
      Annex are complimentary to each other and shall be deemed as one. In any
      case of contradiction, whether explicit or implied, between the provisions
      of this Annex and the Program, the provisions set out in the Annex shall
      prevail.


2. ISSUANCE OF AWARDS


	     	2.1	     	The persons eligible
      for participation in the Program as Participants shall include any
      Employees and/or Non-Employees; provided, however, that (i) Employees may
      only be granted 102 Awards; and (ii) Non-Employees and/or Controlling
      Shareholders may only be granted 3(i) Options.
		 
		2.2		The Company may
      designate Awards granted to Employees pursuant to Section 102 as
      Unapproved 102 Awards or Approved 102 Awards.
		 
		2.3		The grant of Approved
      102 Awards shall be made under this Annex adopted by the Board, and shall
      be conditioned upon the approval of this Annex by the ITA.
		 
		2.4		Approved 102 Awards
      may either be classified as Capital Gain Awards (“CGAs”) or Ordinary
      Income Awards (“OIAs”).








	     	2.5	     	No Approved 102 Awards
      may be granted under this Annex to any eligible Employee, unless and
      until, the Company’s election of the type of Approved 102 Awards as CGA or
      OIA granted to Employees (the: “Election”), is appropriately
      filed with the ITA. Such Election shall become effective beginning the
      first date of grant of an Approved 102 Award under this Annex and shall
      remain in effect at least until the end of the year following the year
      during which the Company first granted Approved 102 Awards. The Election
      shall obligate the Company to grant only
      the type of Approved 102 Award it has
      elected, and shall apply to all Participants who were granted Approved 102
      Awards during the period indicated herein, all in accordance with the
      provisions of Section 102(g) of the Ordinance. For the avoidance of doubt,
      such Election shall not prevent the Company from granting Unapproved 102
      Awards simultaneously.
		 
		2.6		All Approved 102
      Awards must be held in trust by a Trustee, as described in Section 3
      below.
		 
		2.7		For the avoidance of
      doubt, the designation of Unapproved 102 Awards and Approved 102 Awards
      shall be subject to the terms and conditions set forth in Section
      102.


3. TRUSTEE 

	      	3.1	      	Approved 102
      Awards which shall be granted under this Annex and/or any Shares allocated
      or issued upon exercise of such Approved 102 Awards and/or other shares
      received subsequently following any realization of rights, including
      without limitation bonus shares, shall be allocated or issued to the
      Trustee and held for the benefit of the Participants for such period of
      time as required by Section 102 or any regulations, rules or orders or
      procedures promulgated thereunder (the: “Holding Period”). In the case
      the requirements for Approved 102 Awards are not met, then the Approved
      102 Awards may be regarded as Unapproved 102 Awards, all in accordance
      with the provisions of Section 102.
		 
		3.2		Notwithstanding anything to the contrary, the Trustee shall not
      release any Shares allocated or issued upon exercise of Approved 102
      Awards prior to the full payment of the Participant’s tax liabilities
      arising from Approved 102 Awards which were granted to him and/or any
      Shares allocated or issued upon exercise of such Awards.
		 
		3.3		With respect
      to any Approved 102 Award, subject to the provisions of Section 102 and
      any rules or regulation or orders or procedures promulgated thereunder, a
      Participant shall not sell or release from trust any Share received upon
      the exercise of an Approved 102 Award and/or any
      share received subsequently following any realization of rights, including
      without limitation, bonus shares, until the lapse of the Holding Period
      required under Section 102 of the Ordinance. Notwithstanding the above, if
      any such sale or release occurs during the Holding Period, the sanctions
      under Section 102 of the Ordinance and under any rules or regulation or
      orders or procedures promulgated thereunder shall apply to and shall be
      borne by such Participant.






	     	3.4	     	
      Upon receipt of Approved 102
      Award, the Participant will sign an undertaking to release the Trustee
      from any liability in respect of any action or decision duly taken and
      bona fide executed in relation with this Annex, or any Approved 102 Award
      granted to him thereunder.



4. THE AWARDS 

The terms
and conditions, upon which the Awards shall be issued and exercised, shall be as
specified in the Agreement to be executed pursuant to the Program and to this
Annex. Each Agreement shall state, inter alia, the number of Shares to which the
Award relates, the type of Award granted thereunder (whether a CGA, OIA,
Unapproved 102 Award or a 3(i) Option), the vesting provisions and the Exercise
Price. 

5. FAIR MARKET
VALUE 

Without
derogating from the definition of “Fair Market Value” enclosed in the Program
and solely for the purpose of determining the tax liability pursuant to Section
102(b)(3) of the Ordinance, if at the date of grant the Company’s shares are
listed on any established stock exchange or a national market system or if the
Company’s shares will be registered for trading within ninety (90) days
following the date of grant of the CGAs, the fair market value of the Shares at
the date of grant shall be determined in accordance with the average value of
the Company’s shares on the thirty (30) trading days preceding the date of grant
or on the thirty (30) trading days following the date of registration for
trading, as the case may be. 

6. EXERCISE OF
OPTIONS 

A Stock
Option shall be exercised by the delivery of a written notice of exercise to the
Vice President and Secretary of the Company, or such other person specified by
the Committee and, when applicable, by the Trustee, in accordance with the
requirements of Section 102, setting forth the number of shares of Common Stock
with respect to which the Option is to be exercised, accompanied by full payment
of the Exercise Price and any required withholding taxes. Payment of the Exercise Price for the shares of Common Stock
being purchased shall be made: (a) by certified or official bank check (or the
equivalent thereof acceptable to the Company), or (b) at the discretion of the
Committee and to the extent permitted by law, by such other provision as the
Committee may from time to time prescribe. The Committee may allow exercises to
be made by means of a “cashless exercise,” with the delivery of payment as
permitted under U.S. Federal Reserve Board Regulation T, subject to applicable
securities law restrictions, or by any other means which the Committee
determines to be consistent with the Program's purpose and applicable law.
Payment shall be made on the date that the Stock Option or any part thereof is
exercised, and no shares shall be issued or delivered upon exercise of a Stock
Option until full payment has been made by the Participant. Promptly after
receiving payment of the full Exercise Price, the Company shall, subject to the
provisions of Section 12 of the Program, deliver to the Participant, or to such
other person as may then have the right to exercise the Stock Option, a
certificate for the shares of Common Stock for which the Stock Option has been
exercised.




7. ASSIGNABILITY AND SALE OF
AWARDS 

	     	7.1	     	
      Notwithstanding any other
      provision of the Program, no Award or any right with respect thereto,
      purchasable hereunder, whether fully paid or not, shall be assignable,
      transferable or given as collateral or any right with respect to them
      given to any third party whatsoever, and during the lifetime of the
      Participant each and all of such Participant's rights to purchase Shares
      hereunder shall be exercisable only by the Participant.

		 
		 		
      Any such action made directly or
      indirectly, for an immediate validation or for a future one, shall be
      void.

		 
		7.2		
      As long as Stock Options or
      Shares purchased pursuant to thereto are held by the Trustee on behalf of
      the Participant, all rights of the Participant over the shares are
      personal, can not be transferred, assigned, pledged or mortgaged, other
      than by will or laws of descent and
distribution.



8. INTEGRATION OF SECTION 102 AND
TAX ASSESSING OFFICER’S PERMIT


	     	8.1	     	
      With regards to Approved 102
      Awards, the provisions of the Program and/or the Annex and/or the
      Agreement shall be subject to the provisions of Section 102 and the Tax
      Assessing Officer’s permit, and the said provisions and permit shall be
      deemed an integral part of the Program and of the Annex and of the
      Agreement.

		 
		8.2		
      Any provision of Section 102
      and/or the said permit which is necessary in order to receive and/or to
      keep any tax benefit pursuant to Section 102, which is not expressly
      specified in the Program or the Annex or the Agreement, shall be
      considered binding upon the Company and the Participants, provided that
      such provision is not inconsistent with the
  Program.



9. DIVIDEND 

Subject to
the Company’s Incorporation Documents, with respect to all Shares (but
excluding, for avoidance of any doubt, any unexercised Awards) allocated or
issued upon the exercise of options and held by the Participant or by the
Trustee as the case may be, the Participant shall be entitled to receive
dividends in accordance with the quantity of such shares, and subject to any
applicable taxation on distribution of dividends, and when applicable subject to
the provisions of Section 102 and the rules, regulations or orders promulgated
thereunder 





10. TAX CONSEQUENCES


	      	10.1	      	
      Any tax consequences arising from
      the grant, vesting or exercise of any Award, from the payment for Shares
      covered thereby or from any other event or act (of the Company, and/or its
      Subsidiaries, and the Trustee or the Participant), hereunder, shall be
      borne solely by the Participant. The Company and/or its Subsidiaries,
      and/or the Trustee shall withhold taxes according to the requirements
      under the applicable laws, rules, and regulations, including withholding
      taxes at source. Furthermore, the Participant shall agree to indemnify the
      Company and/or its Subsidiaries and/or the Trustee and hold them harmless
      against and from any and all liability for any such tax or interest or
      penalty thereon, including without limitation, liabilities relating to the
      necessity to withhold, or to have withheld, any such tax from any payment
      made to the Participant.

		  
	     	10.2	     	
      A Participant may pay the
      withholding tax in cash, or, if the Agreement provides, a Participant may
      also elect to have the number of shares of Common Stock he is to receive
      reduced by the smallest number of whole shares of Common Stock which, when
      multiplied by the Fair Market Value of the shares determined as of the
      date on which the amount of tax to be withheld is determined, is
      sufficient to satisfy the withholding taxes arising from the Award. Any
      such election must be made on or before the date on which the amount of
      tax required to be withheld is determined.

		 
		10.3		
      The Company and/or, when
      applicable, the Trustee shall not be required to release any share
      certificate to a Participant until all required payments have been fully
      made.

		 
		10.4		
      With respect to Unapproved 102
      Award, if the Participant ceases to be employed by the Company or any
      Affiliate, the Participant shall extend to the Company and/or its
      Affiliate a security or guarantee for the payment of tax due at the time
      of sale of Shares, all in accordance with the provisions of Section 102
      and the rules, regulation or orders promulgated
  thereunder.



11. GOVERNING LAW &
JURISDICTION 

This Annex,
as it relates to section 102 of the Ordinance, shall be governed by and
construed and enforced in accordance with the laws of the State of Israel
applicable to contracts made and to be performed therein, without giving effect
to the principles of conflict of laws. The competent courts of the Tel-Aviv
District in Israel will have exclusive jurisdiction in any matters pertaining to
this Annex.

*     *     *