Exhibit 10.ff


    CTS
      Corporation

    Form
      10-K 2005

    
      

      

    

    


    EXHIBIT
      (10)(ff)

    


    


    


    


    RSU
      Supplemental Agreement 

    


    This
      SUPPLEMENTAL AGREEMENT (the “Agreement”) is made and entered into this
      15th
      day of
      December, 2005, by and between ______________________ (the “Grantee”) and CTS
      Corporation, an Indiana corporation (the “Company”), pursuant to authorization
      by the CTS Corporation Compensation Committee (the “Committee”), as more
      specifically set forth below.

    


    WHEREAS,
      the Company and the Grantee entered into those certain Restricted Stock Unit
      Agreements dated _____________ (the “2004 Grant Agreement”) and dated
      _________________ (the “2005 Grant Agreement”), whereby the Company granted to
      the Grantee restricted stock units pursuant to the CTS Corporation 2004 Omnibus
      Long-term Incentive Plan (the “Omnibus Plan”);

    


    WHEREAS,
      the Company has determined that the provisions of the 2004 Grant Agreement
      concerning an election to defer distributions should be amended to comply with
      Section 409A of the Internal Revenue Code of 1986, as amended; 

    


    WHEREAS,
      the Company has determined that the provisions of the 2004 and 2005 Grant
      Agreements which allow the Grantee to make an election upon vesting to either
      pay income and employment taxes in cash or to allow the Company to net shares
      for this purpose should be amended to comply with Financial Accounting Standard
      123R; 

    


    WHEREAS,
      Section 10 of the Omnibus Plan authorizes the Committee to determine the terms
      and conditions of restricted stock awards granted under the Omnibus
      Plan;

    


    WHEREAS,
      pursuant to resolutions adopted on November 2, 2005, the Committee has made
      the
      determinations and designations authorizing the amendments set forth in this
      Agreement.

    


    NOW
      THEREFORE, in consideration of the promises and mutual covenants herein
      contained, it is agreed as follows:

    


    1. Section
      2, 3 and 4 of the 2004 Grant Agreement shall be deleted and the following
      substituted therefor:

    


    “2.
      Section
      409A of the Code.
      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.

     

    3.
      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;
      __________________________________________________________, (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 twenty percent (20%) 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;
      ___________________________________________________________ (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) credit the number of Shares to be distributed to the Grantee
      as
      of that Settlement Date to a brokerage account designated by the Grantee. In
      no
      event may any Settlement Date be accelerated except in accordance with Section
      409A of the Code. 

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    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 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; or 

    


    (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.

    


    4.
      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. 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.”

    


    
      	
                      
                2.

            	
              Section
                9 of the 2004 Grant Agreement shall be amended to delete reference
                to
                Deferral Date(s). 

            


    

    


    
      	3.  	
              The
                Restricted Stock Unit Award Deferral Elections forms attached to
                the 2004
                Grant Agreement shall be deleted in their
                entirety.

            


    

    


    
      	4.  	
              Section
                4 of the 2005 Grant Agreement shall be amended in its entirety to
                read as
                follows:

            


    

    


    “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 amount 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. 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.” 

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement effective as of the
      date first written above.

     

    
      	 	 	 
	 	CTS
              Corporation, an Indiana corporation
	 
 	 
 	 
 
	 	By:  	/s/ Richard
              G. Cutter
	 	
              
Richard
              G. Cutter
	 	Vice
              President, Secretary and General Counsel