kl05014_ex10-1.htm


    
      

    


    AMENDED AND RESTATED

    EMPLOYMENT
AGREEMENT

     

    THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
(this “Agreement”) is made this 13th day of May, 2009, by and between VISHAY INTERTECHNOLOGY,
INC., a Delaware corporation (“Vishay”), and DR.  FELIX ZANDMAN (the
“Executive”).

     

    W I T N E
S S E T H:

     

    WHEREAS,
Vishay and Executive are parties to an
Amended and Restated Employment Agreement dated January 1, 2004 (the “Original Agreement”); and

     

    WHEREAS, Section 8.5 of
the Original Agreement provides that Vishay and
Executive may amend the
Original Agreement by mutual agreement in
writing; and

     

    WHEREAS, in recognition of
Executive’s significant prior and future
service to Vishay, and in order to eliminate the obligations of Vishay set
forth in Section 6.2(b)(ii) and Section 6.3 of the Original
Agreement, Vishay and
Executive desire to amend and restate the Original Agreement in its entirety;
and

     

    WHEREAS, Vishay desires to continue to employ Executive,
and Executive desires to accept
continued employment by Vishay
upon the terms and conditions of the employment relationship as
hereinafter set forth.

     

    NOW,
THEREFORE, in consideration of the mutual covenants hereinafter contained, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as
follows:

     

    1.    Definitions.

     

    1.1.    “Accrued Compensation”
means (i) earned but unpaid base salary and (ii) unpaid expense
reimbursements.

     

    1.2.    “Board of Directors”
means the Board of Directors of Vishay.

     

    1.3.    “Cause” means any of
the following:

     

    (a)    Executive’s
conviction of a felony or any other crime involving moral turpitude (whether or
not involving Vishay and/or its subsidiaries);

     

    (b)    any act
or failure to act by Executive involving dishonesty, fraud, misrepresentation,
theft or embezzlement of assets from Vishay and/or its subsidiaries;
or

     

    (c)    Executive’s
(i) willful and repeated failure to substantially perform his duties under this
Agreement (other than as a result of Disability) or (ii) willful and repeated
failure to substantially comply with any policy of Vishay and/or its
subsidiaries applicable to Executive; provided, however, that a termination
pursuant to this clause (c) will not become effective unless Executive fails to
cure such failure to perform or comply within thirty (30) days after
written notice thereof from Vishay.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.4.    “Change in Control”
shall have the meaning given it under the Vishay Intertechnology, Inc. 2007
Stock Incentive Program (as amended and restated effective April
2008).

     

    1.5.    “Code” means the
Internal Revenue Code of 1986, as amended, or any successor code.

     

    1.6.     “Common Stock” means
the common stock, par value $.10 per share, of Vishay and any other security
exchanged or substituted for such common stock or into which such common stock
is converted in any recapitalization, reorganization, merger, consolidation,
share exchange or other business combination transaction, including any
reclassification consisting of a change in par value or a change from par value
to no par value or vice versa.

     

    1.7.    “Competing Business”
means any business or venture located anywhere in the world that is engaged in
the manufacture and supply of passive and discrete active electronic components
and/or strain gages, strain gage transducers or strain gage instrumentation to
the extent Vishay or any subsidiary of Vishay is engaged in such activities on
the Date of Termination.

     

    1.8.    “Date of Termination”
means (i) the effective date on which Executive’s employment by Vishay
terminates as specified in a Notice of Termination by Vishay or Executive, as
the case may be or (ii) if Executive’s employment by Vishay terminates by reason
of death, the date of Executive’s death.

     

    1.9.    “Deferred Compensation
Plan” means the Vishay Intertechnology, Inc. Nonqualified Deferred
Compensation Plan, as in effect from time to time, or any successor
plan.

     

    1.10.    “Disability” shall
have the meaning given it under the Vishay Intertechnology, Inc. 2007 Stock
Incentive Program (as amended and restated effective April 2008).

     

    1.11.    “Effective Date” means
the date first indicated above.

     

    1.12.    “Good Reason” means,
without Executive’s express written consent, the occurrence of any of the
following events:

     

    (a)    any
material and adverse change in Executive’s titles, offices, duties or
responsibilities (including reporting responsibilities) from those set forth in
this Agreement;

     

    (b)    a
reduction in Executive’s annual base salary (as the same may be increased from
time to time after the Effective Date);

     

    (c)    relocation
of Executive’s principal place of performance to a location more than 30 miles
from Malvern, Pennsylvania or such other location as may be determined by the
Board of Directors pursuant to Section 3.4 hereof; or

     

     

    
      
        
        

      

      
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    (d)    any other
material breach of this Agreement by Vishay that is not remedied by Vishay
within thirty (30) days after receipt by Vishay of notice thereof from
Executive.

     

    Notwithstanding
the foregoing, an isolated and inadvertent action taken by Vishay in good faith
which is remedied by Vishay within twenty (20) days after receipt by Vishay of
notice thereof from Executive shall not constitute Good Reason.

     

    1.13.    “LIBOR” means the
London Inter-Bank Offered Rate as in effect from time to time.

     

    1.14.    “Non-Competition
Period” means the period commencing upon the Date of Termination and
continuing for the remainder of Executive’s life or such lesser period as is
determined by Vishay, in its discretion, or by a court of competent jurisdiction
pursuant to Section 9.5(d).

     

    1.15.    “Non-Solicitation
Period” means the period commencing upon the Date of Termination and
continuing for the remainder of Executive’s life or such lesser period as is
determined by a court of competent jurisdiction pursuant to Section
9.5(d).

     

    1.16.    “Notice of
Termination” means a written notice of termination of Executive’s
employment with Vishay, signed by Executive, if to Vishay, or by a duly
authorized officer of Vishay, if to Executive, which notice shall (i) indicate
the specific termination provision in this Agreement relied upon; (ii) to the
extent applicable, set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive’s employment under the
provision so indicated; and (iii) specify the Date of Termination.  The failure by Executive or Vishay to set
forth in such notice any fact or circumstance which contributes to a showing of
Good Reason or Cause shall not waive any right of Executive or Vishay hereunder
or preclude Executive or Vishay from asserting such fact or circumstance in
enforcing Executive’s or Vishay’s rights hereunder.

     

    2.    Employment;
Term.

     

    2.1.    “Employment.  Vishay hereby employs Executive, and
Executive hereby accepts employment by Vishay, in accordance with and subject to
the terms and conditions set forth herein.

     

    2.2.    Term.  The “Term” of this Agreement shall
commence on the Effective Date and continue until terminated in accordance with
the provisions of this Agreement.

     

    3.    Duties.

     

    3.1.    Position.  During the Term, Executive shall serve as
Chief Technical and Business Development Officer of Vishay, reporting directly
to the Board of Directors (or, at the direction of the Board of Directors, to
the Chief Executive Officer of Vishay), and as Executive Chairman of the Board
of Directors.

     

     

    
      
        
        

      

      
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    3.2.    Authority and
Responsibility.  Executive
shall have such authority and responsibility as is customary for the executive
chairman of the board of directors and the chief technical and business
development officer of a major multi­-national corporation.

     

    3.3.    Activity.  Excluding any periods of vacation,
personal and sick leave to which Executive is entitled, Executive shall devote
his full professional attention and best efforts during the Term to the business
and affairs of Vishay.  It shall not
be considered a violation of the foregoing for Executive to (i) serve on
corporate, industry, civic or charitable boards or committees or (ii) manage
personal investments, so long as such activities would be permitted under
Section 9 and do not interfere with the performance of Executive’s
responsibilities as an employee of Vishay in accordance with this
Agreement.

     

    3.4.    Place of
Performance.  Executive’s
employment and office shall be based at Vishay’s offices in Malvern,
Pennsylvania or such other location not more than 30 miles from Malvern,
Pennsylvania as the Board of Directors shall determine.  Executive recognizes that his duties will
require reasonable travel to domestic and international locations, at Vishay’s
expense.

     

    4.    Compensation.

     

    4.1.    Base Salary.  Vishay shall pay Executive a base salary,
subject to annual review by the Compensation Committee of the Board of
Directors, of not less than $975,000 per year.  Such base salary shall be paid in
accordance with Vishay’s standard salary policies as they exist from time to
time, subject to such deductions, if any, as are required by law or elected by
Executive (for example, 401(k) contributions).

     

    4.2.    Bonus.  Executive shall be entitled to an annual
performance bonus pursuant to the Vishay Intertechnology Section 162(m) Cash
Bonus Plan (the “Cash Bonus Plan”) or any successor plan.  Such bonus shall be payable in cash, equal
to the lesser of (i) 3.0% of Vishay’s adjusted net income, as determined under
the terms of the Cash Bonus Plan, and (ii) three times Executive’s base salary
for the year in which the bonus is earned.  Although the Board of Directors intends
that the Cash Bonus Plan be the primary vehicle for the Executive’s bonus, the
Board of Directors retains the authority to grant additional bonuses in excess
of the limits under the Cash Bonus Plan.

     

    4.3.    Mandatory Deferral of
Compensation.  To the extent
that all or a portion of Executive’s compensation payable hereunder, after
taking into account all other compensation Executive receives from Vishay, is
not deductible by Vishay by operation of Section 162(m) of the Code or any other
similar regulatory limitation, Vishay shall not pay such compensation to
Executive and, in lieu thereof, shall credit the amount of such compensation to
Executive’s account under the Deferred Compensation Plan.

     

    4.4.    Phantom Stock
Awards.  As of January 1 of
each year of the Term, Vishay shall grant Executive 5,000 shares of phantom
common stock.  Such phantom stock
shall be fully vested on the date of grant and shall be payable in Common Stock
within 30 days after the Date of Termination.  Such phantom stock awards shall be granted
under, and subject to the terms of, the Vishay Intertechnology, Inc.  Senior Executive Phantom Stock Plan or any
successor plan.

     

    5.    Benefits.

     

     

     

    
      
        
        

      

      
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    5.1.    Participation in Benefit
Plans and Programs.  During the
Term, Executive shall be entitled to participate in any and all medical
insurance, group health insurance, disability insurance, life insurance and
retirement plans which are generally made available by Vishay to its senior
executives, subject to the eligibility requirements and other provisions of such
plans and programs.

     

    5.2.    Pension.  Vishay shall provide Executive with a
pension, as set forth in Attachment A hereto, providing annual annuity payments
for Executive’s life equal to the lesser of (i) 50% of Executive’s average
base salary and the average annual bonus to which Executive was entitled
(without regard to whether Executive waived payment of all or part of such
bonus) for the five calendar years preceding the Executive’s termination of
employment and (ii) $1,000,000.

     

    5.3.    Deferred Compensation
Plan.  As of each January 1 of
the Term, Vishay shall credit $150,000 to
Executive’s account under the Deferred Compensation Plan.  In addition, Executive shall be entitled
to make voluntary deferrals in accordance with the terms of the Deferred
Compensation Plan.

     

    5.4.    Reimbursement of
Expenses.  In accordance with
Vishay’s standard reimbursement policies as they exist from time to time, Vishay
shall reimburse Executive for all reasonable and documented travel, business
entertainment and other business expenses incurred by Executive in connection
with the performance of his duties under this Agreement.

     

    5.5.    Vacation, Personal and Sick
Days.  Executive shall be
entitled to paid vacation days, holidays, personal and sick days in accordance
with and subject to Vishay’s policies for Vishay’s senior executives, as in
effect from time to time.

     

    5.6.    Indemnification.  Vishay shall indemnify Executive to the
extent provided in Vishay’s certificate of incorporation and/or bylaws, as in
effect from time to time.

     

    5.7.    Other.  Executive shall be entitled to such other
benefits or perquisites as Vishay generally makes available to its senior
executives.

     

    6.    Supplemental Contract
Payments.

     

    6.1.    General.  Executive
is entitled to six (6) separate cash payments in the amount of $10,000,000 (Ten
Million Dollars) (each a “Contract Payment”) payable as follows, subject to
Sections 6.2 through 6.5:

     

    6.1.1.    Upon the
Effective Date, Vishay will pay or cause to be paid the first Contract Payment
to or as directed by Executive; and

     

    6.1.2.    On each
of the first five (5) anniversaries of the Effective Date or, in Vishay’s
discretion, such later date during the calendar year in which any such
anniversary occurs as is specified by Vishay (each a “Payment Date”), Vishay
will pay or cause to be paid a Contract Payment to or as directed by Executive
(or his estate, if applicable).

     

    Nothing
in this Section 6 shall affect Executive’s rights to any other compensation and
benefits provided for under this Agreement.

     

     

     

    
      
        
        

      

      
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    6.2.    Termination of Employment
without Cause
or Resignation with Good Reason.

     

    6.2.1.    Prior to a Change in
Control.  In the event Executive’s employment with Vishay is
terminated by Vishay without Cause or by Executive with Good Reason, in each
case prior to a Change in Control of Vishay, such termination shall not affect
Executive’s right (or his estate’s right, if applicable) to receive all of the
Contract Payments that have not yet been paid as of the date of such
termination, and each Contract Payment that remains unpaid shall be paid to or
as directed by Executive (or his estate, if applicable) on the applicable
Payment Date.

     

    6.2.2.    Following a Change in
Control.  In the event Executive’s employment with Vishay is
terminated by Vishay without Cause or by Executive with Good Reason, in each
case after a Change in Control of Vishay, payment of any and all of the Contract
Payments that have not yet been paid as of the date of such termination shall be
accelerated and paid to or as directed by Executive immediately upon such
termination.

     

    6.3.    Termination by Reason of
Death or
Disability. In the event of Executive’s death while employed with
Vishay, or in the event Executive’s employment with Vishay is terminated by
Vishay or by Executive due to Executive’s Disability, such death or termination
of employment shall not affect Executive’s right (or his estate’s right, if
applicable) to receive all of the Contract Payments that are not yet required to
be paid as of the date of his death or termination due to Disability, and each
Contract Payment that remains unpaid shall be paid to or as directed by
Executive (or his estate, if applicable) on the applicable Payment Date;
provided, however, that in the event of a Change in Control of Vishay, whether
before or after such death or termination, payment of any and all of the
Contract Payments that have not yet been paid as of the later of the date of
such death or termination and the Change of Control of Vishay shall be
accelerated and paid to or as directed by Executive (or his estate, if
applicable) immediately upon the later to occur of such death or termination or
such Change in Control.

     

    6.4.    Termination of Employment
with Cause or without Good Reason.  In the event Executive’s
employment with Vishay is terminated by Vishay with Cause or by Executive
without Good Reason, any and all of the Contract Payments which have not yet
been paid will  immediately and automatically, without any action on
the part of Vishay, be forfeited, and Executive will have no further rights with
respect to those Contract Payments.

     

    6.5.    Delay of Contract
Payments.  Notwithstanding anything in this Section 6 to the
contrary, if the making of any Contract Payment on an applicable Payment Date
would jeopardize the ability of Vishay and each of its subsidiaries for which
Executive performs services on the applicable Payment Date (or performed
services on the date Executive’s employment terminated) to continue as a
going concern (as determined by the Board of Directors and only if disclosed in
a filing by Vishay with the U.S. Securities and Exchange Commission), such
Contract Payment will be paid, with interest at LIBOR, as soon as the making of
the Contract Payment would no longer jeopardize the ability of Vishay or of such
subsidiary to continue as a going concern.

     

    7.    Termination of Employment;
Compensation Upon Termination.

     

     

    
      
        
        

      

      
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    7.1.    Termination.  Executive’s employment with Vishay may be
terminated at any time under the following circumstances:

     

    (a)    Death.  Executive’s employment hereunder shall
terminate upon Executive’s death.

     

    (b)    Termination by
Vishay.  Vishay may terminate
Executive’s employment with or without Cause, by Notice of Termination to
Executive, provided, however, that Vishay shall not terminate Executive’s
employment without Cause unless it gives Executive no less than thirty (30) days
written notice.  Solely for
purposes of this Section 7.1, a termination due to Executive’s Disability shall
be equivalent to a termination by Vishay without Cause.

     

    (c)    Termination by
Executive.  Executive may
terminate his employment with or without Good Reason or due to Executive’s
Disability, by Notice of Termination to Vishay, provided, however, that
Executive shall not terminate his employment without Good Reason unless he gives
Vishay no less than thirty (30) days written notice.

     

    7.2.    Compensation Upon
Termination.

     

    (a)    General.  Upon termination of Executive’s employment
with Vishay, Executive shall be entitled to the following:

     

    (i)    A lump
sum cash payment equal to all Accrued Compensation, such payment to be made
within 15 days after the Date of Termination.

     

    (ii)    Payment
of Executive’s bonus pursuant to Section 4.2 hereof for the calendar year
preceding the Date of Termination, if not previously paid, which shall be paid
at such time as such bonus would have been paid to Executive if not for
Executive’s termination of employment.

     

    (iii)    Payment
of the phantom stock awards pursuant to Section 4.4.

     

    (iv)    Payment
of Executive’s account under the Deferred Compensation Plan pursuant to the
terms of such plan.

     

    (v)    At
Executive’s (or his surviving spouse’s) election, either continued eligibility
for medical benefits under a plan sponsored by Vishay for its senior executives
or a reimbursement to Executive for privately obtained coverage, in either case
for the life of Executive and his surviving spouse.  The annual cost to Vishay, whether as
reimbursement or premium costs, shall not exceed $15,000 (or, if less, the
amount Vishay then pays for medical coverage for its senior executives),
provided, however, that Executive or his surviving spouse shall be permitted to
continue coverage and pay any cost in excess of such limit.

     

    (b)    Termination by Vishay
Without Cause; Termination by Executive With Good Reason.  In addition to the foregoing, in the event
Executive’s employment with Vishay is terminated by Vishay without Cause or by
Executive with Good Reason, Executive

     

     

     

     

    
      
        
        

      

      
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      shall be
entitled to payment of the amount Executive would have received (if not for
Executive’s termination of employment) as a bonus pursuant to Section 4.2 hereof
for the calendar year of the Date of Termination, which amount shall be paid at
such time as such bonus would have been paid to Executive if not for Executive’s
termination of employment.

    

     

    8.    Section 280G and 409A of the
Code.

     

    8.1.    Section
280G.

     

    8.1.1.    It is the
understanding of the parties hereto that no payment provided for under this
Agreement is contingent upon or related to a change in ownership or control of
Vishay, or change in ownership of assets of Vishay, within the meaning of
Section 280G of the Code, and all such payments are to be paid without regard to
such occurrence.

     

    8.1.2.    Notwithstanding
the foregoing, in view of the fact that the Internal Revenue Service might
assert that all or some payments paid or payable on account of Executive’s
service to Vishay (or its successor) are contingent upon a change in ownership
or control of Vishay, or change in ownership of assets of Vishay, within the
meaning of Section 280G of the Code, the parties hereto agree as follows:
 In the event that the aggregate of all or some of the payments or benefits
made or provided to Executive under this Agreement (the “Aggregate Payments”) is
determined to constitute a Parachute Payment, as such term is defined in Section
280G(b)(2) of the Code, or any successor provision, Vishay shall pay to
Executive, at the time the applicable excise tax
is required to be withheld by Vishay and remitted to the Internal Revenue
Service or five (5) business days before it is required to be paid by
Executive, the amount of any excise tax imposed by Section 4999 of
the Code, or any successor provision (“Excise Tax”), payable with respect to
such Aggregate Payment, plus an additional payment in an amount such that after
payment by Executive of all taxes, including, without limitation, any income,
employment and excise tax (including any interest or penalties imposed with
respect to such taxes) imposed upon such additional payment, the Executive
retains an amount of such additional payment equal to the Excise Tax imposed
upon the Aggregate Payment.  The
determination of whether the Aggregate Payment constitutes a Parachute Payment
and, if so, the amount to be paid to Executive and the time of payment pursuant
to this Section 8.1, shall be made by an independent auditor (the “Auditor”)
selected and paid by Vishay; provided, however, that the Auditor shall be a
nationally recognized United States public accounting firm.  Notwithstanding the foregoing, in the
event that the amount of Executive’s Excise Tax liability is subsequently
determined to be greater than the Excise Tax liability with respect to which an
initial payment to Executive under this Section 8.1 has been made, Vishay shall
pay to Executive an additional amount with respect to such additional Excise Tax
(and any interest and penalties thereon) at the time that the amount of the
actual Excise Tax liability is finally determined, such additional amount to be
calculated in the same manner as such initial payment.  In the event that the amount of
Executive’s Excise Tax liability is subsequently determined to be less than the
Excise Tax liability with respect to which
an initial payment to Executive under this Section 8.1 has been made, Executive,
at the time that the amount of the actual Excise Tax liability is finally
determined, shall pay to Vishay the amount by which such initial payment exceeds
the amount of Executive’s Excise Tax liability.  Executive and Vishay shall cooperate with
each other in connection with any action, arbitration, suit, investigation or
proceeding (collectively, “Proceeding”) relating to the existence or amount of
liability for Excise Tax, and all expenses

     

     

     

    
      
        
        

      

      
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    relating
to any such Proceeding (including all reasonable attorney’s fees and other
expenses incurred by Executive in connection therewith) shall be paid by Vishay
promptly upon notice of demand from Executive.

     

    8.2.    Section 409A.

     

    8.2.1.    All payments and benefits provided to Executive pursuant
to this Agreement shall be interpreted, to the extent
permissible under applicable law, so as to
avoid any sanctions under Section 409A of
the Code.  If any payment or benefit cannot be provided or made at the
time specified herein without incurring sanctions under Section 409A of the
Code, then such benefit or payment shall be provided in full at the earliest
time thereafter when such sanctions will not be imposed.

     

    8.2.2.    If the termination giving rise to the payments described
in Section 4.4, Section 5.2 and
Section 6 is not a “Separation from
Service” within the meaning of Treas. Reg. § 1.409A-1(h)(1) (or any successor
provision), then the amounts otherwise payable pursuant to those Sections will
instead be deferred without interest and will not be paid until Executive
experiences a Separation from Service.  In addition, to the extent
compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any
successor provision) is necessary to avoid the application of an additional tax
under Section 409A of the Code to payments due to Executive upon or following
his Separation from Service, then notwithstanding any other provision of this
Agreement (or any otherwise applicable plan, policy, agreement or arrangement),
any such payments that are otherwise due within six months following Executive’s
Separation from Service (taking into account the preceding sentence of this
paragraph) will be deferred without interest and paid to Executive in a lump sum
immediately following that six month period. If
Executive dies during the postponement period prior to payment of
the postponed amount, the amounts withheld
on account of Section 409A of the Code
shall be paid to the Executive’s estate
within 10 days after the date of the Employee’s
death.  This Section 8.2.2
should not be construed to prevent the application of Treas. Reg. §§
1.409A-1(b)(4) or -1(b)(9)(iii) (or any successor provisions) to any amount
payable to Executive.  For purposes of the application of Treas. Reg.
§ 1.409A-1(b)(4) (or any successor provision) to this Agreement, each payment in
a series of payments will be deemed a separate payment.

     

    8.2.3.    Notwithstanding anything in this Agreement to the
contrary or otherwise, to the extent an expense, reimbursement or in-kind
benefit provided pursuant to this Agreement constitutes a “deferral of
compensation” within the meaning of Section 409A of the Code (i) any reimbursement shall be for expenses incurred
during Executive’s and his
surviving spouse’s lifetime (or during a
shorter period of time specified in this Agreement), (ii) the amount of
expenses eligible for reimbursement or in-kind benefits provided to Executive
during any calendar year will not affect the amount of expenses eligible for
reimbursement or in-kind benefits provided to Executive in any other calendar
year, (iii) the reimbursements for expenses for which Executive is
entitled to be reimbursed shall be made on or before the last day of the
calendar year following the calendar year in which the applicable expense is
incurred and (iv) the right to payment or reimbursement or in-kind
benefits hereunder may not be liquidated or exchanged for any other
benefit.

     

    9.    Restrictive
Covenants.

     

     

    
      
        
        

      

      
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    9.1.    Non-Competition.  During the Non-Competition Period,
Executive shall not, without the prior written consent of an authorized officer
of Vishay, directly or indirectly, own, manage, operate, join, control,
participate in, invest in or otherwise be connected or associated with, in any
manner, including as an officer, director, employee, independent contractor,
subcontractor, stockholder, member, manager, partner, principal, consultant,
advisor, agent, proprietor, trustee or investor, any Competing Business;
provided, however, that nothing in this Agreement shall prevent Executive from
(A) owning five percent (5%) or less of the stock or other securities of a
publicly held corporation, so long as Executive does not in fact have the power
to control, or direct the management of, and is not otherwise associated with,
such corporation, or (B) performing services for an investment bank, investment
advisor or investment fund that may, directly or indirectly, own, manage,
operate, join, control, participate in, invest in or otherwise be connected or
associated with, in any manner, any Competing Business, provided that Executive
shall not, directly or indirectly, have any responsibility whatsoever for,
provide any services whatsoever to, or otherwise be connected or associated with
such Competing Business. 
Notwithstanding the foregoing, if a company has separate divisions or
subsidiaries, some of which conduct a Competing Business and some of which
conduct other businesses which are not Competing Businesses, then the
restrictions imposed hereunder with respect to Competing Businesses shall apply
only to the divisions or subsidiaries of such company that conduct the Competing
Businesses, provided that (A) Executive shall not, directly or indirectly, have
any responsibility whatsoever for, provide any services whatsoever to, or
otherwise be connected or associated with any Competing Business of the same
company, and (B) Executive obtains the prior written consent of Vishay, which consent shall not be unreasonably
with held.

     

    9.2.    Non-Solicitation.  During the Non-Solicitation Period,
Executive shall not, directly or indirectly:

     

    (a)    solicit
any customer of Vishay or any of its subsidiaries or affiliates to which
Executive provided (or participated in a proposal to provide) services during
the Term;

     

    (b)    hire,
solicit for employment, or recruit any person who at the relevant time is or,
within the preceding three months, was, an officer, director, employee,
independent contractor, subcontractor, manager, partner, principal, consultant,
or agent of Vishay or any of its subsidiaries or affiliates, or induce or
encourage any of the foregoing to terminate their employment, contractual or
other relationship (as appropriate) with Vishay or any of its subsidiaries or
affiliates, or attempt to do any of the foregoing either on Executive’s own
behalf or for the benefit of any third person or entity;

     

    (c)    persuade
or seek to persuade any customer of Vishay or any of its subsidiaries or
affiliates to cease to do business or to reduce the amount of business which the
customer has customarily done or contemplates doing with Vishay or such
subsidiary or affiliate, whether or not the relationship with such customer was
originally established in whole or in part through Executive’s efforts;
or

     

    (d)    interfere
in any manner in the relationship of Vishay or any of its subsidiaries or
affiliates with any of their respective customers, suppliers, or independent
contractors, whether or not the relationship with such customer, supplier or
independent contractor was originally established in whole or in part through
Executive’s efforts.

     

     

     

    
      
        
        

      

      
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    9.3.    Confidential
Information.  Executive agrees
that he shall not, directly or indirectly, use, make available, sell, disclose
or otherwise communicate to any person, other than in the course of Executive’s
assigned duties hereunder and for the benefit of Vishay and/or its subsidiaries
or affiliates, either during the Term or at any time thereafter, any nonpublic,
proprietary or confidential information, knowledge or data in any form or media,
whether documentary, written, oral or computer generated, relating to Vishay,
any of its subsidiaries, affiliated companies or businesses, which shall have
been obtained by Executive during Executive’s employment by Vishay or during the
Term.  The foregoing shall not apply
to information that (i) was known to the public prior to its disclosure to
Executive; (ii) becomes known to the public subsequent to disclosure to
Executive through no wrongful act of Executive or any representative of
Executive; or (iii) Executive is required to disclose by applicable law,
regulation or legal process (provided that Executive provides Vishay with prior
notice of the contemplated disclosure and reasonably cooperates with Vishay at
its expense in seeking a protective order or other appropriate protection of
such information).  Notwithstanding
clauses (i) and (ii) of the preceding sentence, Executive’s obligation to
maintain such disclosed information in confidence shall not terminate where only
portions of the information are in the public domain.

     

    9.4.    Non-Disparagement.  Each of Executive and Vishay (for purposes
hereof, Vishay shall mean only the executive officers and directors thereof and
not any other employees) agrees not to make any public statements that disparage
the other party or, in the case of Vishay, its respective affiliates, employees,
officers, directors, products or services.  Notwithstanding the foregoing, statements
made in the course of sworn testimony in administrative, judicial or arbitral
proceedings (including, without limitation, depositions in connection with such
proceedings) shall not be subject to this Section 9.4.

     

    9.5.    Acknowledgments Respecting
Restrictive Covenants.

     

    (a)    Executive
has carefully read and considered the provisions of this Section 9 and, having
done so, agrees that:

     

    (i)    the
restrictive covenants contained in this Section 9, including, without
limitation, the scope and time period of such restrictions, are reasonable, fair
and equitable in light of Executive’s duties and responsibilities under this
Agreement and the benefits to be provided to him under this Agreement;
and

     

    (ii)    such
restrictive covenants are reasonably necessary to protect the legitimate
business interests of Vishay.

     

    (b)    The
parties acknowledge that it is impossible to measure in money the damages that
will accrue to one party in the event that the other party breaches any of the
restrictive covenants contained in this Section 9 and that any such damages, in
any event, would be inadequate and insufficient.  Therefore, if one party breaches any
restrictive covenant contained in this Section 9, the non-breaching party shall
be entitled to an injunction restraining

     

     

     

    
      
        
        

      

      
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    the
breaching party from violating such restrictive covenant; provided, however,
that a party must provide the other party with not less than thirty (30) days written notice
prior to instituting an action or proceeding to enforce any restrictive covenant
contained in this Section 9. If the non- breaching
party shall institute any action or proceeding to enforce a restrictive covenant
contained in this Section 9, the breaching party hereby waives, and agrees not
to assert in any such action or proceeding, the claim or defense that the
non-breaching party has an adequate remedy at law.

     

    (c)    In the
event of a breach of any of the restrictive covenants contained in this Section
9, the parties agree that the non-breaching party, in addition to any injunctive
relief as described in Section 9.5(b), shall be entitled to
any other appropriate legal or equitable remedy.

     

    (d)    If any of
the restrictive covenants contained in this Section 9 are deemed by a court of
competent jurisdiction to be unenforceable by reason of their extent, duration
or geographical scope or otherwise, the parties contemplate that the court shall
revise such extent, duration, geographical scope or other provision but only to
the extent required in order to render such restrictions enforceable, and
enforce any such restriction in its revised form for all purposes in the manner
contemplated hereby.

     

    9.6.    Consideration.  Executive hereby acknowledges that
Vishay’s obligation to make payments to Executive pursuant to Section 4 and
Section 7 of this Agreement is in consideration of Executive’s agreement to be
bound by and comply with the provisions of this Section 9.

     

    10.    Miscellaneous.

     

    10.1.    Key Man
Insurance.  Executive
recognizes and acknowledges that Vishay. or its
affiliates may seek and purchase one or more policies providing key man life
insurance with respect to Executive, the proceeds of which would be payable to
Vishay or such affiliate.  Executive
hereby consents to Vishay or its affiliates seeking and purchasing such
insurance and will provide such information, undergo such medical examinations
(at Vishay’s expense), execute such documents and otherwise take any and all
actions necessary or desirable in order for Vishay or its affiliates to seek,
purchase and maintain in full force and effect such policy or policies.  Vishay shall ensure that under no
circumstances shall the results of any such medical examination shall be
disclosed to any person or entity, including Vishay, other than to the Executive
and to the applicable insurance company for purposes of providing such
insurance, which insurance company shall hold such results in the strictest
confidence.

     

    10.2.    Notices.  Any notice, consent, request or other
communication made or given in accordance with this Agreement, including any
Notice of Termination, shall be in writing and shall be sent by (i) personal
delivery to the party entitled thereto, (ii) facsimile with confirmation of
receipt, (iii) registered or certified mail, return receipt requested, or (iv)
Federal Express or similar courier service.  The notice, consent request or other
communication shall be deemed to have been received upon personal delivery, upon
confirmation of receipt of facsimile transmission or courier service, or, if
mailed, three (3) days after mailing. 
Any notice, consent, request or other communication made or given in accordance
with the Agreement shall be made to those listed below at their following
respective addresses or at such other address as each may specify by notice to
the other:

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              To
      Vishay:

            


    

    


    
      	
               
      

            	
              Vishay
      Intertechnology, Inc.

            


    

    
      	
               
      

            	
              63
      Lancaster Avenue

            


    

    
      	
               
      

            	
              Malvern,
      PA 19355-2143

            


    

    Attention: Chief Financial Officer

    
      	
               
      

            	 


    

     

    
      	
               
      

            	
              To
      Executive:

            


    

     

    
      	
               
      

            	
              to the address on file with
  Vishay.

            


    

     

    10.3.    No Mitigation.  In no event shall Executive be obligated
to seek other employment or take other action by way of mitigation of the
amounts payable to Executive under any of the provisions of this Agreement, and
such amounts shall not be reduced whether or not Executive obtains other
employment.

     

    10.4.    Successors.

     

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

     

    (b)    This
Agreement shall inure to the benefit of and be binding upon Vishay and its
successors and assigns.

     

    (c)    Vishay
shall require any successor (whether direct or indirect, by purchase, merger,
consolidation, or otherwise) to all or substantially all of the assets of Vishay
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that Vishay would have been required to perform if no such
succession had taken place.  As used
in this Agreement, “Vishay” shall mean both Vishay as defined above and any such
successor that assumes and agrees to perform this Agreement, by operation of law
or otherwise.

     

    10.5.    Complete Understanding;
Amendment; Waiver.  This
Agreement constitutes the complete understanding between the parties with
respect to the employment of Executive and supersedes all other prior agreements
and understandings, both written and oral, between the  parties
with respect to the subject matter hereof, and no statement, representation,
warranty or covenant has been made by either party with respect thereto except
as expressly set forth herein.  This
Agreement shall not be altered, modified, amended or terminated except by a
written instrument signed by each of the parties hereto.  Any waiver of any term or provision
hereof, or of the application of any such term or provision to any
circumstances, shall be in writing signed by the party charged with giving such
waiver.  Waiver by either party hereto
of any breach hereunder by the other party shall not operate as a waiver of any
other breach, whether similar to

     

     

    
      
        
        

      

      
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    or
different from the breach waived.  No
delay on the part of Vishay or Executive in the exercise of any of their
respective rights or remedies shall operate as a waiver thereof, and no single
or partial exercise by Vishay or Executive of any such right or remedy shall
preclude other or further exercise thereof.

     

    10.6.    Withholding
Taxes.  Vishay may withhold
from all payments due to Executive (or his beneficiary or estate) under this
Agreement all taxes which, by applicable federal, state, local or other law,
Vishay is required to withhold therefrom.

     

    10.7.    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.  If any provision of this Agreement shall
be held invalid or unenforceable in part, the remaining portion of such
provision, together with all other provisions of this Agreement, shall remain
valid and enforceable and continue in full force and effect to the fullest
extent consistent with law.

     

    10.8.    Governing Law.  This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware, without regard
to the principles of conflicts of law.

     

    10.9.    Titles and
Captions.  All Section titles
or captions in this Agreement are for convenience only and in no way define,
limit, extend or describe the scope or intent of any provision
hereof.

     

    10.10.   Counterparts.  This Agreement may be signed in one or
more counterparts, each of which shall be deemed an original, and all such
counterparts shall constitute but one and the same instrument.  The
exchange of copies of this Agreement and of signature pages by facsimile
transmission or electronic mail with scanned attachments shall constitute
effective execution and delivery of this Agreement as to the parties and may be
used in lieu of the original Agreement for all purposes. Signatures of the
parties transmitted by facsimile or electronic mail with scanned attachments
shall be deemed to be their original signatures for all purposes.

     

    [signature page
follows]

     

     

    
 

    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    
 

    IN
WITNESS WHEREOF, Executive has executed this Agreement and, pursuant to the
authorization of the Compensation Committee of the Board of Directors, Vishay
has caused this Agreement to be executed in its name and on its behalf, all on
the date above written.

     

                    VISHAY
INTERTECHNOLOGY, INC.

    


    


                    By: /s/ Dr. Gerald Paul


                    Name: Dr. Gerald
Paul

                    Title: Chief Executive Officer

    


    


                    EXECUTIVE:

    


    


                    /s/ Dr. Felix
Zandman

                    Dr. Felix
Zandman

     

     

     

     

    15

     

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    ATTACHMENT
A

     

    Dr.
Zandman Supplemental Executive Retirement Plan

     

    1.    Payment of Retirement
Benefit

     

    1.1    Payment of Retirement
Benefit.  Vishay shall pay a pension (the “Retirement Benefit”)
to Dr. Felix Zandman (the “Executive”), as set forth herein, consisting of
monthly annuity payments equal to one-twelfth of the lesser of (i) 50% of
Executive’s average base salary and the average annual bonus to which Executive
was entitled (without regard to whether Executive waived payment of all or part
of such bonus) for the five calendar years preceding the Executive’s termination
of employment and (ii) $1,000,000.  The terms and provisions of the
Retirement Benefit, as set forth herein, shall be referred to as the “Dr.
Zandman Supplemental Executive Retirement Plan” or the “Plan.”

     

    1.2    Commencement of
Payments.  Vishay shall commence payment of the Retirement
Benefit as of the first month next following Executive’s termination of
employment from Vishay for any reason (the “Benefit Commencement Date”),
provided that if the termination giving rise to the payments described in
Section 1.1 is not a “Separation from Service” within the meaning of Treas. Reg.
§ 1.409A-1(h)(1) (or any successor provision), then the amounts otherwise
payable pursuant to the Plan will instead be deferred without interest and will
not be paid until Executive experiences a Separation from Service.  In
addition, to the extent compliance with the requirements of Treas. Reg. §
1.409A-3(i)(2) (or any successor provision) is necessary to avoid the
application of an additional tax under Section 409A of the Code to payments due
to Executive upon or following his Separation from Service, then notwithstanding
any other provision of this Agreement (or any otherwise applicable plan, policy,
agreement or arrangement), any such payments that are otherwise due within six
months following Executive’s Separation from Service (taking into account the
preceding sentence of this paragraph) will be deferred without interest and paid
to Executive in a lump sum immediately following that six month
period.  If Executive dies during the postponement period prior to
payment of the postponed amount, the amounts withheld on account of Section 409A
of the Code shall be paid to the Executive’s estate within 10 days after the
date of the Employee’s death.  This Section 1.2 should not be
construed to prevent the application of Treas. Reg. §§ 1.409A-1(b)(4) or
-1(b)(9)(iii) (or any successor provisions) to any amount payable to
Executive.  For purposes of the application of Treas. Reg. §
1.409A-1(b)(4) (or any successor provision) to this Agreement, each payment in a
series of payments will be deemed a separate payment.

     

    1.3    Normal Form of
Payment.  The Retirement Benefit shall be paid as an annuity
for the life of Executive, unless Executive elects that payment be made as a
joint and 100% survivor annuity or a joint and 50% survivor annuity (each an
“Optional Form”), as described below.

     

    1.4    Joint and Survivor
Annuity.  Under an Optional Form, payments would be made for
Executive’s life and, after Executive’s death, for the life of Executive’s
surviving beneficiary.  The surviving beneficiary would receive a
benefit equal to 100% or 50% of the monthly benefit paid to Executive and the
monthly payments to Executive would be actuarially reduced below the amount set
forth in Section 1.1 above. The actuarial reduction will be in the 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    amount that Vishay determines, based on the advice of its
actuarial consultant, is necessary to provide a monthly survivorship pension to
Executive’s beneficiary for his or her lifetime.  Notwithstanding the
foregoing, any Optional Form shall be actuarially equivalent to the Retirement
Benefit described in Section 1.1, applying reasonably actuarial methods and
assumptions.

     

    1.5    Election of Optional
Form.  Executive’s election of an Optional Form must be made
before the Benefit Commencement Date and cannot be changed after the Benefit
Commencement Date.  If Executive’s beneficiary dies during Executive’s
life, but after the Benefit Commencement Date, Executive will continue to
receive the reduced benefit for the remainder of his life.

     

    1.6    Revocation of
Election.  Executive can revoke his election of an Optional
Form (without the consent of his spouse or any other person) at any time prior
to the Benefit Commencement Date, but not thereafter.  If Executive
elects an Optional Form and Executive dies before the Benefit Commencement Date,
Executive’s election automatically will be revoked and the Retirement Benefit
will then be payable as an annuity for Executive’s life.

     

    1.7    Beneficiaries.  If
Executive elects an Optional Form he shall designate, or change his designation
of, a beneficiary by written notice to the Compensation Committee of the Board
of Directors of Vishay (the “Committee”).

     

    1.8    Withholding for
Taxes.  To the extent required by law, the Company shall
withhold from payments made hereunder any federal, state, local or other taxes
required to be withheld.

     

    2.    Plan
Administration

     

    2.1    Committee.  The
Committee shall administer the Plan and shall have the power and authority in
its sole discretion to interpret the Plan, and to make all determinations in the
administration of the Plan.  The Committee may employ such counsel,
accountants, actuaries, and other agents as it shall deem
advisable.  The Company shall pay the expenses incurred by the
Committee in the administration of the Plan, including compensation of any such
agents.

     

    2.2    Committee Authority
Regarding Payments. If the Committee has any doubt as to the proper
beneficiary to receive payments hereunder, the Committee shall have the right to
withhold such payments until the matter is finally adjudicated.  Any
payment made by the Committee, in good faith and in accordance with this Plan,
shall fully discharge the Company from all further obligations with respect to
that payment.

     

    2.3    Indemnification. The
Company shall indemnify and save harmless each member of the Committee, and each
employee, director or officer of the Company or of any of its subsidiaries, from
and against any and all loss, liability, claim, damage, cost and expense which
may arise by reason of, or be based upon, any matter connected with or related
to the administration of the Plan (including, but not limited to, any and all
expenses whatsoever reasonably incurred in investigating, preparing or defending
against any litigation, commenced or threatened, or in settlement of any such
claim whatsoever), unless such person shall have

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    acted in
bad faith or been guilty of willful misconduct in respect of his duties, actions
or omissions in respect of the Plan.

     

    3.    Claims
Procedure

     

    3.1    Administrator of Claims
Procedure.  The Committee shall administer the claims procedure
under the Plan.

     

    The
business address and telephone number of the Committee is:

     

    Compensation Committee

    Vishay
Intertechnology, Inc.

    63
Lancaster Avenue

    Malvern,
PA 19355-2143

    
      	
               
      

            	
                    (610)
      644-1300

            


    

     

    3.2    Claims.  Payment
of the Retirement Benefit will begin automatically upon Executive’s termination
of employment.  Nevertheless, if Executive or his beneficiary
believes that he or she is entitled to additional benefits under this Plan,
Claimant shall mail or deliver to the Committee a written request for such
benefits.  The Committee shall establish a claims review procedure,
including a right of review of a denied claim, that complies with the applicable
requirements of law and shall adjudicate any claim in accordance with such
claims procedures.

     

    3.3    Resolution of
Disputes.   Any dispute arising out of this Plan that
remains notwithstanding exhaustion of the Plan’s claims procedure shall, if
agreed to by Executive or his beneficiary and the Committee, be determined by
arbitration under the rules of the American Arbitration Association then in
effect (in which case both parties shall be bound by the arbitration award) or
by litigation.  The venue for any such arbitration or litigation shall
be Philadelphia, Pennsylvania.

     

    4.    General

     

    4.1    Source of
Payment.  All benefits under the Plan shall be paid by the
Company out of its general assets, and any rights of Executive or his
beneficiary hereunder shall be mere unsecured contractual
rights.  Vishay and Executive intend that the Plan shall be unfunded
for tax purposes and for purposes of Title I of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), and no trust, security, escrow, or
similar account shall be established in connection with the Plan.  The
Company may, however, in its discretion, establish a “rabbi trust” to assist in
meeting its obligation to pay benefits under the Plan, and amounts paid from any
such rabbi trust shall discharge the obligations of the Company hereunder to the
extent of the payments.  Any trust so created shall be consistent with
the terms of the model trust described in Revenue Procedure
92-64.  Executive or his beneficiary shall not have a preferred
claim on or beneficial ownership interest in the assets of such rabbi
trust.

     

    4.2    Nontransferable.  Except
as provided by the laws of descent and distribution or provided by will or
insofar as this provision may be contrary to applicable law, no 

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    sale, transfer, alienation, assignment, pledge, collateralization,
or attachment of any benefits under this Plan shall be valid or recognized by
the Committee.

     

    4.3    Governing
Law.  This Plan shall be governed by the laws of Delaware
without regard to the principles of conflict of laws except where such laws are
superseded by ERISA, in which case ERISA shall control.

     

    4.4    Severability.  In
case any provision of this Plan shall be held illegal or invalid for any reason,
such illegality or invalidity shall not affect the remaining parts of this Plan,
and this Plan shall be construed and enforced as if such illegal and invalid
provisions had never been inserted herein.

     

    4.5    Titles.  The
titles to articles and headings of sections of this Plan are for convenience of
reference and in case of any conflict the text of the Plan, rather than such
titles and headings, shall control.  Words in the singular shall be
read and construed as though used in the plural in all cases where they would so
apply.

     

    
 

     

     

     

     

    4