exhibit10-27.htm


    Vishay Precision
Group, Inc.c/o Vishay Intertechnology, Inc.
63 Lancaster Avenue
Malvern,
PA 19355
 

     

    June 14,
2010
 

     

    Mr. Ziv
Shoshani
63 Lancaster Avenue
Malvern, PA 19355

     

    Dear Ziv:


     

         As you know, Vishay Intertechnology, Inc.
(“VSH”) announced its intention to spin-off its
measurements business to Vishay Precision Group, Inc. (“VPG”). You, VSH and VPG have agreed that on the
date that the spin-off becomes effective (the “Effective Date”) you will resign from your director and
employee positions with VSH and its affiliates other than VPG, that commencing
on the Effective Date you will serve as President and Chief Executive Officer of
VPG, and that until the Effective Date your employment with VSH will continue in
all respects under the present terms and conditions.

     

         Attached hereto is a term sheet (the
“Term Sheet”) setting forth the initial terms of your
employment with VPG, commencing on the Effective Date, and terms addressing your
VSH-provided deferred compensation, equity incentives, phantom stock units and
transaction bonus upon the spin-off. On or as soon as practicable following the
Effective Date, you and VPG will enter into a definitive employment agreement
incorporating the terms of employment described in the Term Sheet and other
reasonable and customary employment terms. 

     

         This letter, including the Term Sheet attached
hereto, contains the entire agreement and understanding of your employment by
VPG commencing with the Effective Date, and replaces and supersedes all prior
and contemporaneous discussions, agreements and understandings with respect to
your anticipated employment by VPG. Nothing in this letter alters the terms of
your employment with VSH prior to your anticipated resignation. Neither this
letter nor the Term Sheet may be changed or modified, except by an agreement in
writing signed by VPG, VSH and you, before the Effective Date, or by VPG and you
on or after the Effective Date. This letter agreement is governed by the laws of
the State of Delaware, without application of the principles of conflicts of
laws. 

     

    

    
    



         To become bound by this letter agreement and
Term Sheet, please sign and date this letter in the space provided below and
return it to me. This Agreement may be executed in multiple counterparts
(including by facsimile signature), each of which will be deemed to be an
original, but all of which together will constitute but one and the same
instrument.

     

     

    
      	Sincerely,
	 
	 
	VISHAY PRECISION GROUP, INC.
	 
	By:	 /s/ William M.
      Clancy	 
	Name:	 William M. Clancy
	Title:	 Executive Vice President & Chief
	 	 Financial Officer


    


     

    
      	
              
                Intending to be
      legally bound:

              

            
	 
	/s/ Ziv
      Shoshani          
	Ziv
      Shoshani


    


    Date: June 14,
2010


     

    
      	Intending to be legally
  bound:
	 
	Vishay Intertechnology, Inc.
	 	 
	By:	 /s/ Lior E. Yahalomi
	Name:	 Dr. Lior E. Yahalomi
	Title:	 Executive Vice
      President & Chief
	 	 Financial
  Officer


    


    Date:  June 14,
2010

     

    -2-

     

    

    
    



    Chief Executive Officer Employment Term
Sheet

     

    June 14, 2010

     

    This term sheet
summarizes the key employment terms Vishay Intertechnology will recommend to the
Vishay Precision Group's Board for Ziv Shoshani. The VPG Board of Directors will
determine the actual compensation program for Mr. Shoshani.

     

    
      	Employment Provision	 	       	Terms	 
	
              Title

            	
            	
              President and
      Chief Executive Officer of VPG. Will be appointed to the Board of
      Directors.

            
	
              Effective Date 

            	
            	
              Date of spin when
      VPG becomes a publicly-traded company.

            
	
              Base Salary 

            	
            	
              $420,000, payable
      in Israeli currency based on the average exchange rate during the
      preceding calendar year. Other cash compensation to be paid, at CEO’s
      option, in U.S. dollars or Israeli currency at exchange rate on payment
      date.

            
	
              Annual Cash Incentive
      (Bonus)

            	
            	
              Annual performance
      bonus target of 75% of base salary with a minimum bonus of 0% of base
      salary and maximum bonus of 200% of base salary. Payouts will be based on
      performance goals established by the VPG Board. 

            
	
              Long-Term Equity
      Incentives

            	
            	
              Annual target
      long-term incentive value of 100% of base salary, payable in long-term
      incentive vehicles in a mix of vehicles to be determined by the VPG Board.
      

            
	
               Founders Equity
    Grant

            	
            	
              A Founders equity
      grant with a total value of $800,000 in the form of restricted stock
      units, cliff-vested after three years, will be made on the date of
      spin-off. 

            
	
              Sign-on Bonus

            	
            	
              A sign-on cash
      bonus of $400,000 will be made upon completion of the spin-off. This bonus
      will be repaid to VPG if the CEO voluntarily terminates his employment
      before the termination of his Employment contract, unless he resigns for
      good reason, dies or is disabled. 

            
	
              Accelerated
      Vesting

            	 	
              The
      vesting of the Founders Equity Grant upon involuntary employment
      termination without cause, resignation for good reason, separation due to
      disability, or death will be determined by the VPG Board. The vesting of
      the Founders Equity Grant will fully accelerate upon a change-in-control
      (defined to exclude a transaction with VPG affiliates).

            
	
              Restrictive
      Covenants

            	 	
              Two-year
      non-compete and other restrictive covenants as enumerated in the
      employment agreement, in exchange for a severance
  package.

            
	
              Termination
      of Employment Without Cause or
For Good Reason (Including After a
      Change-
in-Control)

            	 	
              Two
      years’ base salary and benefits continuation, as well as pro rata target
      bonus.

              Tax
      gross-ups will not be provided. A “best payments” calculation will be made
      and change-in-control benefits will be “cut back” to the IRC Section 280G
      limits (2.99 times the defined “base amount”) if that would result in
      greater compensation to the CEO on an after-tax basis. If such a “cut
      back” occurs, the CEO may determine which benefits to cut back consistent
      with IRC Section 409A.

            
	
              Tax
      Gross-Ups

            	 	
              Tax
      gross-ups will not be provided for any compensation or
      benefits.

            
	
              Term

            	 	
              Three
      years.

            
	
              Benefits
      and Retirement

            	 	
              As
      approved by VPG’s Board of Directors.

            
	 	 	 
	Provisions Respecting
    VSH
	 	 	 
	
              Vested
      and Unvested Equity Incentives

            	 	
              Unvested
      VSH options and RSUs to be converted to VPG equity pursuant to applicable
      IRC and accounting rules. Vested options and RSUs to be converted into
      Vishay equity.

            
	
              Deferred
      Compensation

            	 	
              Plan
      contributions to be frozen. Accrued liability to be retained at VSH or
      assumed by VPG, without continuing contributions.

            
	
              Phantom
      Stock Units

            	 	
              Vested
      PSUs to be settled in VSH shares (adjusted for the
  spin).

            
	
              Transaction
      Bonus

            	 	
              A
      cash bonus of $600,000 to be paid upon completion of the spin-off, in
      accordance with VSH bonus practices in connection with the
      spin-off.