exhibit10-10.htm


    Form of Vishay Precision Group, Inc. 2010
Stock Incentive Program 

     

    1. Purpose 

     

    The Vishay Precision
Group Inc. 2010 Stock Incentive Program (the “Program”) provides for the grant
of stock options, restricted stock and stock units to executive officers, key
employees and directors of Vishay Precision Group 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 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 Precision Group 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 2010 Vishay Precision Group 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,
      until vested, may not be transferred and are
  forfeitable.


    

     

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      	      	(u)	      	“Retirement” means a Termination of Employment from the Company or
      a Subsidiary, with the consent of the Company, on or after the earliest
      “normal retirement age” defined under any tax qualified retirement plan
      maintained by the Company.
	
            	 
	
            	(v)	
            	“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.
	
            	 
	
            	(w)	
            	“Stock
      Unit” means the right to receive a share of Common Stock on a date
      determined by the Committee and set forth in the applicable
      Agreement.
	
            	 
	
            	(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
Program that would otherwise be the responsibility of the
Committee.

     

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         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
Program, 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 Program 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 500,000, 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 250,000 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 Award 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 250,000 shares of Common Stock cumulatively
shall be available under this Program at any time. 

     

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         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 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 Award 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. 

     

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         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 Expiration Date 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.

     

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              (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, pursuant to Section 16, 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 “brokered
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. 

     

    7 

     

    

    
    



    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.

     

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         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. Stock Units 

     

         a) Stock Unit Grants. The Committee may grant 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 Stock Units shall be contained in an Agreement,
which shall contain the number of Stock Units granted, whether the Stock Unit is
subject to vesting and, to the extent applicable, when the 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 Stock Unit. Stock
Units may be awarded independently of or in connection with any other Award
under the Program.

     

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         b) Nontransferability. 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.

     

         c) Vesting. Stock Units may be granted fully vested or
subject to vesting. If a Stock Units is subject to vesting, 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 Stock Units shall vest. 

     

         d) 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 Stock Units 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; 

     

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              (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 Program to be fully vested as of the effective date of the Change in
Control. 

     

    11 

     

    

    
    



         (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.


    

     

               (iii) The Committee shall appropriately adjust outstanding grants of Stock
Units to reflect any dividend, stock split, reverse stock split,
recapitalization, merger, consolidation, combination, exchange of shares or
similar corporate change in order to prevent the enlargement or dilution of
rights of Participants.

     

    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).

     

    12

     

    

    
    



              (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  specified items of income, expense, gain or
loss, including, without limitation,  restructuring and related severance
costs, fixed asset or inventory write-downs and related purchase commitment
charges, impairment charges for goodwill or indefinite-lived intangible assets,
and individually material one-time gains and charges, all net of their related
tax effects); (c) adjusted operating income (meaning operating income, excluding
 specified items of income, expense, gain or loss, including, without
limitation,  restructuring and related severance costs, fixed asset or inventory
write-downs and related purchase commitment charges, impairment charges for
goodwill or indefinite-lived intangible assets, and individually material
one-time gains or charges); (d) gross or net sales; (e) cash flow(s) (including
either operating or net cash flows); (f) financial return ratios; (g) 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; (h) value of assets, return or net
return on assets, net assets or capital (including invested capital); (i)
adjusted pre-tax margin; (j) margins, profits and expense levels; (k) dividends;
(l) market share, market penetration or other performance measures with respect
to specific designated products or product groups and/or specific geographic
areas; (m) reduction of losses, loss ratios or expense ratios; (n) reduction in
fixed costs; (o) operating cost management; (p) cost of capital; (q) debt
reduction; (r) productivity improvements; (s) inventory turnover measurements;
or (t) 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, net
income-based or operating income-based measures, may employ comparisons to net
revenue, 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.

     

    13

     

    

    
    

     

         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 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. 

     

              (ii) With respect to
Restricted Stock or Stock Units, the Committee may require the Participant to
surrender to the Committee any certificates with respect to Restricted Stock and
agreements with respect to Stock Units, in order to cancel the awards of such
Restricted Stock or Stock Units. 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. 

     

    14 

     

    

    
    



    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 shall be
effective as of _______, subject to approval by the stockholders of the Company.
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. 

     

    15 

     

    

    
    



    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. 

     

    16