Exhibit 10.a


    CTS
      Corporation

    Form
      10-Q

    Second
      Quarter 2006

    
      

      

    

    EXHIBIT
      (10)(a)

     

     

    

       CTS
        CORPORATION

      RESTRICTED
        STOCK UNIT AGREEMENT

       

       

      THIS
        AGREEMENT is made as of the _____day of ________, ____ (the "Grant Date")
        between CTS CORPORATION, an Indiana corporation (the "Company"), and
        ____________ (the "Grantee").

      


      


      1.  Grant.
        Subject
        to the terms set forth in this Agreement and in the Company's 2004 Omnibus
        Long-Term Incentive Plan (the "Plan"), the Company hereby grants to the Grantee
        ________ Restricted Stock Units (the “Award”). Except as expressly provided
        herein, capitalized terms used herein shall have the meaning ascribed to
        such
        terms under the Plan. 

       

      It
        is
        intended that this Agreement and its administration comply with the provisions
        of Section 409A of the Code. Accordingly, notwithstanding any provision in
        this Agreement or in the Plan to the contrary, this Agreement and the Plan
        will
        be interpreted, applied and, to the minimum extent necessary to comply with
        Section 409A of the Code, amended, so that the Agreement does not fail to
        meet,
        and is operated in accordance with, the requirements of paragraphs (2), (3)
        and
        (4) of Section 409A(a) of the Code. As used herein, “Code” means the Internal
        Revenue Code of 1986 as amended from time to time, and any interpretations
        thereof issued by the U.S. Treasury Department on which the Company is permitted
        to rely.

       

      2. Vesting
        and Settlement of Restricted Stock Units.
        The
        Award shall vest and become non-forfeitable in installments equal to twenty
        percent (20%) multiplied by the initial number of Restricted Stock Units
        specified in Section 1 of this Agreement on each of the following dates;
        ____________, __________, ____________ and ___________ (each such date, a
        "Vesting Date"), provided that the Grantee remains in the continuous employ
        of
        the Company and is an employee of the Company on the Vesting Date. 

      


      Restricted
        Stock Units shall be settled on the basis of one Share for each vested
        Restricted Stock Unit. The Company shall distribute to the Grantee Shares
        equal
        to _________percent (___%) multiplied by the number of initial Restricted
        Stock
        Units specified in Section 1 above, on the following dates, or as soon
        thereafter as is reasonably practicable; ____________, __________, ____________
        and ___________ (each such date of distribution, a "Settlement Date"). The
        Company’s obligations to the Grantee with respect to vested Restricted Stock
        Units will be satisfied in full upon the distribution of one Share for each
        Restricted Stock Unit. On the Settlement Date(s), the Company may, at its
        election, either (i) credit the number of Shares to be distributed to the
        Grantee as of that Settlement Date to a book-entry account in the name of
        the
        Grantee held by the Company’s transfer agent; or (ii) deliver to the Grantee a
        certificate representing the number of Shares transferred to the Grantee
        as of
        that Settlement Date. In no event may any Settlement Date be accelerated
        except
        in accordance with Section 409A of the Code. 

      


      Notwithstanding
        anything to the contrary in this Agreement, upon the first to occur of the
        following events, all Restricted Stock Units granted hereunder shall vest
        and
        become nonforfeitable and Shares shall be distributed to the Grantee, estate,
        guardian or designated beneficiary of the Grantee as the case may be, in
        the
        settlement of Restricted Stock Units as soon as reasonably practicable, and
        such
        date(s) of distribution shall be deemed to be the Settlement Date(s):


      


      (a)
        Grantee’s becoming disabled, as defined by Section 409A of the Code;


      


      (b)
        Grantee’s death; 

      


      (c)
        To
        the extent permitted by Section 409A of the Code, a change in ownership or
        effective control of the Company; or in the ownership of a substantial portion
        of the assets of the Company. 

      


      (d)
        Grantee’s unforeseeable emergency, as defined and not in excess of the amount
        permitted by Section 409A of the Code.

      


      Unless
        the Committee determines otherwise in its sole discretion, if the Grantee’s
        employment with the Company terminates for any reason not specified above,
        all
        Restricted Stock Units granted hereunder which have not vested as of the
        date of
        such termination of employment shall be permanently forfeited on such
        termination date.

      


      3.
        Tax
        Withholding.
        The
        Company shall have the right to deduct from any compensation due the Grantee
        from the Company any federal, state, local or foreign taxes required by law
        to
        be withheld in connection with the issuance of Shares or vesting of any
        Restricted Stock Unit pursuant to this Agreement. To the extent that the
        amounts
        payable to the Grantee are insufficient for such withholding, it shall be
        a
        condition to the issuance of Shares or vesting of the Restricted Stock Units,
        as
        the case may be, that the Grantee shall pay such taxes or make provisions
        that
        are satisfactory to the Company for the payment thereof.

      


      The
        Company shall retain Shares otherwise deliverable on the Settlement Date
        in an
        amount sufficient to satisfy the amount of tax required to be withheld provided
        that such amounts shall not exceed the statutorily required minimum withholding.
        The determination of the number of Shares retained for this purpose shall
        be
        based on the Fair Market Value of the Shares on the Settlement Date. In the
        event that the retention of Shares to satisfy withholding taxes would
        otherwise result
        in
        the delivery of a fractional Share, the Company will round down to the next
        whole Share and apply the value of the fractional Share to the recipient's
        tax
        obligations or, in the alternative, the Company may make such other arrangements
        to avoid the issuance of a fractional Share as may be permitted by law. No
        Shares shall be transferred to the Grantee hereunder until such time as all
        applicable withholding taxes have been satisfied. Under the Code, employment
        tax
        withholding shall be calculated based on the Fair Market Value of the Shares
        on
        the applicable Vesting Date and income tax withholding shall be calculated
        based
        on the Fair Market Value of the Shares on the Settlement Date. The Company
        will
        not retain Shares as described herein unless tax withholding applies under
        the
        laws of the local jurisdiction. 

      


      4. Rights
        Not Conferred.
        The
        Grantee shall have none of the rights of a stockholder with respect to the
        Restricted Stock Units, including the right to receive dividends or vote
        stock,
        until such time, if any, that Shares are distributed to the Grantee in
        settlement thereof.
        The
        Grantee is further advised that until distribution, the Company’s obligation
        will be merely that of an unfunded and unsecured promise of the Company to
        deliver Shares in the future, and the rights of the Grantee will be no greater
        than that of an unsecured general creditor. No assets of the Company will
        be
        held as collateral security for the obligations of the Company hereunder,
        and
        all assets of the Company will be subject to the claims of the Company’s
        creditors. 

      


      5. Agreement
        Not Assignable.
        This
        Agreement and the Restricted Stock Units awarded hereunder are not transferable
        or assignable by the Grantee; provided that no provision herein shall prevent
        the distribution of shares to the Grantee’s estate or designated beneficiary, in
        the event of the Grantee’s death.

      


      6. Adjustments.
        If and
        to the extent that the number of Shares shall be increased or reduced in
        the
        event of any merger, reorganization, consolidation, recapitalization, stock
        dividend, stock split, reverse stock split, spin-off, combination, repurchase
        or
        exchange of Shares or other securities of the Company, or similar corporate
        transaction, the number and kinds of shares subject to the Restricted Stock
        Units awarded hereunder may be adjusted by the Committee, in its sole
        discretion. In the event of any such transaction, the Committee may provide
        in
        substitution for the Restricted Stock Units granted hereunder such alternative
        consideration as it may determine to be equitable.

      


      7. Governing
        Law.
        This
        Agreement shall be construed in accordance with and governed by the laws
        of the
        State of Indiana.

       

      8. Amendments. 
        Any
        amendment to the Plan shall be deemed to be an amendment to this Agreement
        to
        the extent that the amendment is applicable hereto; provided,
        however,
        that no
        amendment to the Plan or the Agreement shall adversely affect the value or
        number of the Grantee’s Restricted Stock Units without the Grantee’s written
        consent, except to the extent necessary to comply with the provisions of
        Section
        409A of the Code. 

       

      9. Administration.
        The
        Committee shall have the power to interpret the Plan and this Agreement and
        to
        adopt such rules for the administration, interpretation, and application
        of the
        Plan as are consistent therewith and to interpret or revoke any such rules.
        All
        actions taken and all interpretations and determinations made by the Committee
        shall be final and binding upon the Grantee, the Company and all other
        interested persons. No member of the Committee shall be personally liable
        for
        any action, determination or interpretation made in good faith with respect
        to
        the Plan or this Agreement.

      


      10.
        Severability.
        If any
        provision of the Plan or this Agreement is, becomes, or is deemed to be invalid,
        illegal or unenforceable in any jurisdiction or would disqualify the Plan
        or
        award hereunder under any law deemed applicable by the Committee, such provision
        shall be construed or deemed amended to conform to applicable laws, or if
        it
        cannot be so construed or deemed amended without, in the determination of
        the
        Committee, materially altering the purpose or intent of the Plan or award,
        such
        provision shall be stricken as to such jurisdiction or award, and the remainder
        of the Plan or Agreement shall be in full force and effect.

      


      11. Construction.
        The
        Restricted Stock Units granted hereunder are being issued pursuant to Section
        10
        of the Plan (“Restricted Stock Award”) and are subject to the terms of the Plan.
        A copy of the Plan has been given to the Grantee, and additional copies of
        the
        Plan are available upon request during normal business hours at the principal
        executive offices of the Company. To the extent that any provision of this
        Agreement violates or is inconsistent with an express provision of the Plan,
        the
        Plan provision shall govern and any inconsistent provision in this Agreement
        shall be of no force or effect.

      


      12.
         Data
        Protection.
        By
        signing below, the Grantee expressly consents to the transfer and use of
        personal data by the Company and its agents in connection with the
        administration of this Award. 

      


      13. Binding
        Effect.
        This
        Agreement shall be binding upon the heirs, executors, administrators and
        successors of the parties hereto.

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
        as
        of the day and year first above written.

      


      


      


      


      _____________________________________
        

      Grantee:
        

      


      


      


      CTS
        CORPORATION

      


      


      


      By:
        _______________________________