exhibit10-3.htm


    TRADEMARK LICENSE
AGREEMENT

     

         This Trademark License Agreement (this “Agreement”) is entered into as of _____________, 2010 (the “Effective Date”), by
and between Vishay Intertechnology, Inc., a corporation organized under the laws
of the State of Delaware (“VSH”) and Vishay Precision Group, Inc., a
corporation organized under the laws of the State of Delaware (“VPG”).

     

    RECITALS

     

         WHEREAS, VSH owns all right, title and interest in and to the Name (as
hereinafter defined) and Mark (as hereinafter defined) VISHAY, used alone or in
connections with other terms; 

     

         WHEREAS, VPG desires to use the Licensed Marks (as hereinafter defined)
on and in connection with the design, development, manufacture, marketing,
provision and performance of VPG Products and Services (as hereinafter defined);


     

         WHEREAS, VSH is willing to grant to VPG, and VPG is willing to accept,
the right to use the Licensed Marks in accordance with and subject to the terms
of this Agreement. 

     

         NOW, THEREFORE, in consideration of the mutual promises, covenants,
agreements, representations and warranties contained herein, and for other good
and valuable consideration the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree, intending to be legally bound, as
follows: 

     

    ARTICLE 1
LICENSE OF RIGHTS

     

         Section 1.1 Rights Licensed. Subject to the terms of this Agreement, VSH
hereby grants to VPG, and VPG hereby accepts, a limited, exclusive, royalty-free
right and license, to use, directly or indirectly through subcontractors, the
Marks (as defined below) and Names (as defined below) listed on Schedule A (the “Licensed Marks”) in connection with the
design, development, manufacture, marketing, provision and performance of the
products and services of VPG listed on Schedule B (the “VPG Products and Services”). Any use of
the Licensed Marks on products other than those on Schedule B is subject to advance written approval by
VSH. As used herein, “Mark” shall mean any trademark, service mark or
logo, and “Name” shall mean any entity name or trade name.


     

         Section 1.2 Special ‘Mil’ Rights and SCDs (Customer Source
Control Drawings) Licensed. In recognition of the cost, difficulty and
bureaucracy involved in attempting to change the voluminous documentation and
specifications related to foil resistor products qualified to the Mil spec
system used by the military and other special needs customers, this Mil rights
license grant is made. Subject to the terms of this Agreement, VSH hereby grants
to VPG, and VPG hereby accepts, a limited, exclusive, royalty-free right and
license, to display VISHAY alone (i.e. without any other terms) (the “Licensed
Mil Mark”) as a marking on foil resistor products qualified to the Mil spec
system, i.e. built on “Mil Qualified” product lines or SCDs (Customer
Source Control Drawings), existing as of the Effective Date or
referred to in Mil drawings or SCDs
(Customer Source Control Drawings) existing as of the Effective Date,
and on Mil drawings and SCDs relating thereto.

     

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         Section 1.3 Term and Territory. The licenses granted hereby shall be in
perpetuity so long as this Agreement has not been terminated by its terms (the
“Term”) and shall apply throughout the world (the
“Territory”). In the event the Term terminates, VPG
agrees that within twenty-four (24) months thereafter, VPG will change its
corporate name so as not to include the term VISHAY.

     

         Section 1.4 Rights in VPG. For the avoidance of doubt, this Agreement
shall not restrict VPG from using the acronym “VPG” in any Name, or in any Mark,
so long as such Name or Mark does not contain VISHAY (except as otherwise
permitted pursuant hereto). 

     

         Section 1.5 Document and Part Numbers. VPG shall be permitted to use any document
number on data sheets, package drawings, instructions or other materials posted
to the internet (each a “Document Number”) or any SKU number, part number, or other
number and/or letter sequence printed on or identified with any part (each a
“Part Number”) on or in connection with VPG Products and
Services, so long as such Document Number or Part Number does not contain the
prefix or suffix VSH. 

     

         Section 1.6 VPG Acknowledgement. VPG acknowledges and agrees that: (i) VSH is
the sole and exclusive owner of all right, title and interest in and to the
Licensed Marks; (ii) all goodwill associated with the Licensed Marks shall inure
to the sole and exclusive benefit of VSH; and (iii) nothing in this Agreement or
any related agreement, instrument or document shall be construed to give VPG any
legal or beneficial ownership interest in or title to the Licensed Marks.


     

         Section 1.7 Absence of VSH
Representations. VPG
agrees and acknowledges that VSH makes no representation or warranty with
respect to: (i) VSH’s right, title and interest in and to the Licensed Marks,
(ii) the absence of any action related to or concerning the Licensed Marks, the
outcome of which could be materially adverse to the rights granted to VPG under
this Agreement; or (iii) the absence of any claim, or basis for any claim, that
the use of the Licensed Marks by VPG under this Agreement violates the rights of
any person. 

     

         Section 1.8 Restrictions. 

     

              (a) During the Term, and subject to section 1.8(e), VSH shall not, under a
Mark or Name which includes the term VISHAY immediately followed by the term
PRECISION: (i) directly or indirectly, design, develop, manufacture, market or
provide any products, except to the extent such usage exists (and limited to
those products with respect to which such usage exists) immediately following
the Effective Date; or (ii) use such Mark or Name in connection with any aspect
of its business, operations or affairs, whether conducted directly or
indirectly, and whether or not such usage would otherwise require permission of
VPG, except to the extent such usage is not otherwise prohibited by clause (i)
of this paragraph. Without limitation, the foregoing restriction shall apply to
the legal name or fictitious name ("d/b/a") of any subsidiary of VSH or any
other entity under the control of VSH. 

     

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              (b) During the Term, VSH shall not, under a Mark or Name which includes the
acronym “VPG”: (i) directly or indirectly, design, develop, manufacture, market
or provide any products that overlap (i.e. compete) with any products within the
product range of VPG or any of its subsidiaries as constituted immediately
following the Effective Date; or (ii) use such acronym in connection with any
aspect of its business, operations or affairs, whether conducted directly or
indirectly, and whether or not such usage would otherwise require permission of
VPG, except to the extent such usage is not otherwise prohibited by clause (i)
of this paragraph. Without limitation, the foregoing restriction shall apply to
the legal name or fictitious name ("d/b/a") of any subsidiary of VSH or any
other entity under the control of VSH. 

     

              (c) During the Term, except as otherwise permitted pursuant to this
Agreement, VPG shall not, under a Mark or Name which includes the term VISHAY
INTERTECHNOLOGY or VISHAY, or under the acronym VSH: (i) directly or indirectly,
design, develop, manufacture, market or provide any products that overlap (i.e.
compete) with any products within the product range of VSH or any of its
subsidiaries as constituted immediately following the Effective Date; or (ii)
use such Mark, Name or acronym in connection with any aspect of its business,
operations or affairs, whether conducted directly or indirectly, and whether or
not such usage would require permission of VSH, unless the term VISHAY is
immediately followed by the term PRECISION (so long as the term PRECISION has no
less prominence than the term VISHAY and such Name does not include the term
VISHAY together with the term INTERTECHNOLOGY), except to the extent such usage
is not otherwise prohibited by clause (i) of this paragraph. Without limitation,
the foregoing restriction shall apply to the legal name or fictitious name
("d/b/a") of any subsidiary of VPG or any other entity under the control of VPG.


     

              (d) For the avoidance of doubt, nothing in this Section 1.8 shall be construed to impose any restriction
on the right of VPG to use the corporate name “Vishay Precision Group, Inc.” (i)
in association with its business with respect to the VPG Products and Services,
or (ii) with respect to the design, development, manufacture, marketing,
provision or performance of goods and services other than the VPG Products and
Services, so long as such other goods and services are not designed, developed,
manufactured, marketed, provided or performed under a Mark containing the term
VISHAY. 

     

              (e) For the avoidance of doubt, nothing in this Section 1.8 shall be construed to impose any restriction
on the right of VSH to use the term PRECISION in a descriptive manner (but not
as a Mark or Name) in connection with the design, development, manufacture,
marketing, provision or performance of any goods or services, so long as the
term PRECISION does not immediately follow the term VISHAY. A non-exhaustive,
representative list of descriptive uses of the term PRECISION permissible by
VSH, in marketing materials, engineering documents, data handbooks and packaging
and similar materials, is shown on Schedule C.

     

    ARTICLE 2
STANDARDS AND COMPLIANCE

     

         Section 2.1 Standards. All VPG Products and Services designed,
developed, manufactured, marketed, provided or performed under the Licensed
Marks, as applicable, shall be of high
quality, free of material defects and performed with integrity and in a
professional manner and shall be in compliance with applicable law (the
“Standards”). 

     

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         Section 2.2 Compliance Procedures.

     

              (a) VPG shall maintain appropriate process and quality controls with respect
to the VPG Products and Services designed, developed, manufactured, marketed,
provided or performed under the Licensed Marks to assure compliance with the
Standards.

     

              (b) VSH, itself or through its representatives, shall have the right to
request and receive from VPG, from time to time at reasonable intervals and upon
payment to VPG of its reasonable charges, representative samples of VPG Products
and copies of all marketing materials for VPG Products and Services designed,
developed, manufactured, marketed, provided or performed under the Licensed
Marks (“Promotional Materials”). If, in the commercially reasonable
judgment of VSH, any VPG Products and Services or Promotional Materials do not
conform to the Standards or are not otherwise in accord with this Agreement, VSH
shall so notify VPG, and the parties shall work together in good faith in order
that VPG will remedy such non-conformity or non-compliance. Any dispute under
this Section shall be resolved in accordance with the resolution procedures
referred to in Section 5.16.

     

         Section 2.3 Transition Period
Activities.
Notwithstanding anything to the contrary herein, VPG shall be permitted to use
the Licensed Marks in the manner and for the periods set forth below.


     

              (a) Products: From the Effective Date until December 31,
2012 (the “Initial Period”), VPG shall have the right to display VISHAY alone
(i.e. without any other terms) as a marking on foil resistor products provided
to any and all customers, and in drawings relating thereto. For a subsequent
period of twenty-four (24) months following the Initial Period, i.e. until
December 31, 2014, VPG shall have the right to sell existing inventory of foil
resistor product displaying the marking VISHAY to VPG customers in existence as
of the last day of the Initial Period. Beginning January 1, 2015, VGP shall have
no right, other than as permitted by Section 1.2, to display VISHAY alone as a marking on any
product or in any drawings. 

     

              (b) Literature: For a period of twelve (12) months following
the Effective Date, VPG shall have the right to distribute marketing materials,
Data sheets, business cards, letter heads and forms displaying the term VISHAY
in the manner such term in displayed in such materials as of the Effective Date.
After that time, all marking of VPG literature shall comply with the terms of
the license grants hereunder. 

     

              (c) Signage: For a period of twelve (12) months following
the Effective Date, VPG shall have the right to display the term VISHAY on
office signage in the manner such term is displayed as of the Effective Date.
After that time, all VPG signage shall comply with the terms of the license
grants hereunder. 

     

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    ARTICLE 3
ADDITIONAL MARKS; REGISTRATION OF MARKS;
ENFORCEMENT

     

         Section 3.1 Additional Licensed Marks. If VPG proposes to use any Mark or Name
containing VISHAY that is not on Schedule A, prior to such use, VPG shall notify VSH in
advance in writing, unless the term PRECISION immediately follows the term
VISHAY in such Mark or Name (with the term PRECISION having no less prominence
than the term VISHAY) and such Mark or Name does not include the term VISHAY
together with the term INTERTECHNOLOGY. If VSH does not object in writing within
thirty (30) business days after receipt of such notice, VSH shall be deemed to
have approved the use of such Mark for the VPG Products and Services only, such
Mark shall be deemed to be a Licensed Mark and such Mark shall be added to
Schedule A. If VSH shall object to the use of a Mark by
VPG, the parties shall resolve their dispute with respect to such objection in
accordance with the resolution procedures referred to in Section 5.16. During the Term, VPG shall be permitted to
use any Mark or Name in which the term VISHAY is immediately followed by the
term PRECISION (so long as the term PRECISION has no less prominence than the
term VISHAY and such Mark or Name does not contain the term VISHAY together with
the term INTERTECHNOLOGY), on or in connection with the VPG Products and
Services, without the need to seek consent to such use by VSH, and upon
notification by VPG to VSH of any such use, such Mark or Name shall be added to
Schedule A. 

     

         Section 3.2 Registration of Licensed
Marks. At VPG’s reasonable
request and expense, VSH shall: (i) take all reasonably necessary steps to
procure registration of any of the Licensed Marks for the VPG Products and
Services; and (ii) maintain any and all such registrations in full force and
effect during the Term so long as such Licensed Mark is being used by VPG, and
VPG shall, at its sole expense, cooperate with VSH in connection with the
forgoing. VPG shall not seek to register any of the Licensed Marks or any
similar Marks, unless authorized by VSH in writing, and such registration shall
be held by VPG on behalf of VSH. 

     

         Section 3.3 Domain Names. VSH hereby licenses to, and approves of the
use by VPG of the internet domain names containing the term VISHAY listed on
Schedule D (“Licensed Domain Names”). VPG agrees that, in securing the
registration of such domain names, it has acted as agent of VSH. If VPG proposes
to secure the registration of any additional domain name containing the term
VISHAY, it shall notify VSH in advance in writing, unless the term PRECISION
immediately follows the term VISHAY in such domain name and such domain name
does not include the term VISHAY together with the term INTERTECHNOLOGY. If VSH
does not object in writing within thirty (30) business days after receipt of
such notice, VSH shall be deemed to have approved VPG’s registration of such any
such domain name, such domain name shall be deemed to be a Licensed Domain Name
and such domain name shall be added to Schedule D. If VSH shall object to the registration of a
domain name by VPG, the parties shall resolve their dispute with respect to such
objection in accordance with the resolution procedures referred to in
Section 5.16. Without the written consent of VSH, under no
circumstances shall VPG transfer or assign the registration of any Licensed
Domain Name to any person other than a wholly-owned subsidiary without the
written consent of VSH or any other person to whom VPG is permitted to assign
sublicense or otherwise transfer its rights under this Agreement pursuant to
Section 5.5. 

     

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         Section 3.4 Display of Marks. The parties agree that it is in their mutual
best interest that, and shall cooperate so that, subject to Section 1.2, the Licensed Marks utilized by VPG shall
appear distinctive from Marks utilized by VSH, and the Marks utilized by VSH
shall appear distinctive from the Licensed Marks utilized by VPG. Any dispute
with respect to the appearance of a Licensed Mark or a VSH Mark shall be
resolved in accordance with the resolution procedures referred to in
Section 5.16 .

     

         Section 3.5 Legal Notices. VPG shall, to the extent commercially
practicable, place appropriate notices (e.g. ® or TM) to designate the Licensed
Marks as trademarks or service marks.

     

         Section 3.6 Enforcement.

     

              (a) VPG shall, at its own reasonable expense, cooperate fully and promptly
with VSH in the protection of VSH’s rights in the Licensed Marks, in such manner
and to such extent as VSH may reasonably request.

     

              (b) Each party shall promptly advise the other party in writing of any actual
or potential infringement, or any other unauthorized use of or violation of any
of the Licensed Marks of which it becomes aware (each an “Infringement”). VSH may take such action as it, in its
sole discretion, deems necessary or advisable to stop any Infringement. VPG may
request in writing that VSH institute an action to stop an Infringement. If VSH
receives such a written request and does not institute such action within thirty
(30) days, VPG shall be entitled to institute such action as it deems necessary
or advisable to stop the Infringement, in which VSH shall be entitled to join.
The party not taking the lead in any action shall cooperate fully with the other
party at the other party’s reasonable request and expense. 

     

              (c) Any monetary recovery or sums obtained in settlement of any action to
stop an Infringement shall be allocated between VSH and VPG as shall be fair and
equitable, taking into account their actual out-of-pocket costs and expenses,
including reasonable attorneys’ fees, and the damages sustained by each of them.
Any dispute with respect to the allocation of recoveries shall be resolved in
accordance with the resolution procedures referred to in Section 5.16.

     

    ARTICLE 4
TERMINATION

     

         Section 4.1 Termination by VSH.

     

              (a) This Agreement may be terminated by VSH if: 

     

         (i) VPG shall (x) willfully, intentionally and in bad faith breach any
material provision of this Agreement or (y) willfully, intentionally and in bad
faith fail to cure any other breach, (A) if under clause (x), such breach is not
capable of cure; or (B) if under either clause (x) or (y), such breach is
capable of cure, VSH has given written notice of such breach to VPG, and such
breach has not been cured, or VSH has not commenced taking (and is not
continuing to take) reasonable bona fide steps to cure such breach, within sixty
(60) days of such notice; or 

     

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         (ii) subject to and except as otherwise provided in Section 5.5, VPG shall, without the written consent of
VSH, willfully and intentionally and in bad faith purport to assign, delegate or
otherwise transfer any of its rights, benefits, powers, duties responsibilities
or obligations under this Agreement in violation of this Agreement;
or

     

         (iii) VPG shall abandon the use of the Licensed Marks; or

     

         (iv) VPG shall file a petition under Chapter 7 of the U.S. Bankruptcy Code, or
a petition under Chapter 7 of the U.S. Bankruptcy Code shall be filed
involuntarily against VPG and shall not be dismissed within 90 days after VPG
receives notice of such filing.

     

              (b) To effect the termination of this Agreement, VSH shall deliver to VPG a
written notice of termination, which notice shall specify the basis therefor in
reasonable detail and an effective date of termination not less than ninety (90)
days after the date of delivery to VPG of the notice. If VPG disputes the right
of VSH to terminate this Agreement under any of clauses (i), (ii) or (iii) of
Section 4.1(a) and invokes the dispute resolution procedures
referenced in Section 5.16 no later than fifteen (15) days after VPG has
received notice of termination from VSH, and within such fifteen (15) day period
provides notice thereof to VSH in writing, then if and only so long as VPG is in
compliance with the procedures referenced in Section 5.16, termination shall not be deemed effective
until (i) it shall be determined in accordance with the procedures referenced in
Section 5.16 that VSH is entitled to terminate this
Agreement or (ii) the parties shall otherwise agree. 

     

              (c) If VPG in good faith disputes that VSH has a valid basis for termination,
the parties shall resolve such dispute in accordance with the resolution
procedures referred to in Section 5.16.

     

              (d) Nothing in this Section shall relieve VPG of liability for breach of this
Agreement, whether or not VSH is entitled to terminate this Agreement on account
of such breach. 

     

         Section 4.2 Termination of Rights. Upon the termination of this Agreement, all
rights of VPG granted hereunder shall terminate, and any registration of the
foregoing by VPG shall, at VSH’s discretion, be abandoned or transferred to VSH.
Notwithstanding the foregoing, VPG shall have the right to dispose of its then
existing inventory of VPG Products and/or Promotional Materials bearing the
Licensed Marks for a period of up to one (1) year from the date of termination
of this Agreement. All costs associated with the foregoing shall be borne by
VPG. 

     

         Section 4.3 Survival. All rights and remedies of the parties in
respect of any breach of this Agreement occurring prior to the effective date of
its termination shall survive the termination of this Agreement. In addition,
the following provisions of this Agreement shall explicitly survive its
termination: Section 1.6 (“VPG Acknowledgment”); Section 1.7 (“Absence of VSH Representations”);
Section 4.1(d) (“Termination by VSH”); Section 4.2 (“Termination of Rights”); this Section 4.3 (“Survival”); and Article 5 (“Miscellaneous”). 

     

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    ARTICLE 5
MISCELLANEOUS

     

         Section 5.1 Notices. All notices, demands and other
communications required to be given to a party hereunder shall be in writing and
shall be deemed to have been duly given if and when personally delivered; one
business day after being sent by a nationally recognized overnight courier; when
transmitted by facsimile and actually received; or five (5) days after being
mailed by registered or certified mail (postage prepaid, return receipt
requested) to such party at the relevant street address or facsimile number set
forth below (or at such other street address or facsimile number as such party
may designate from time to time by written notice in accordance with this
provision): 

     

    
      	If to
      VSH:	With a copy
      to:
	 	
            
	Vishay
      Intertechnology, Inc.	Kramer Levin
      Naftalis & Frankel LLP
	63 Lancaster
      Avenue	1177 Avenue of
      the Americas
	Malvern, PA
      19366	New York, New
      York 10036
	Attn:
      Dr. Lior Yahalomi, Chief Financial Officer   	Attn: Abbe
      Dienstag, Esq.
	Facsimile:
      (610) 889-2161	Facsimile:
      (212) 715-8000
	Confirm: (610)
      644-1300	Confirm: (212)
      715-9100
	 
	If to
      VPG:	With a copy
      to:
	 
	Vishay
      Precision Group, Inc.	Pepper
      Hamilton LLP
	3 Great Valley
      Parkway	3000 Two Logan
      Square
	Malvern, PA
      19355-1307	Eighteenth and
      Arch Streets
	Attn: William
      M. Clancy,	Philadelphia,
      PA 19103-2799
	Chief
      Financial Officer	Attn: Barry
      Abelson, Esq.
	Facsimile:
      (484)-321-5300	Facsimile:
      (215) 981-4750
	Confirm:
      (484)-321-5300	Confirm: (215)
      981-4000


    


         Section 5.2 Further Assurances. In addition to the actions specifically
provided for elsewhere in this Agreement, VSH and VPG agree to execute or cause
to be executed and to record or cause to be recorded such other agreements,
instruments and other documents, and to take such other action, as reasonably
necessary or desirable to fully effectuate the intents and purposes of this
Agreement.

     

         Section 5.3 Relationship of the Parties. This Agreement shall not be construed to
place the parties in the relationship of legal representatives, partners, joint
venturers or agents of or with each other. No party shall have any power to
obligate or bind the other party in any manner whatsoever, except as
specifically provided herein. 

     

         Section 5.4 Third Party Beneficiaries. Except for the indemnification rights under
this Agreement of any Indemnified Parties (as hereafter defined), the provisions
of this Agreement are solely for the benefit of the parties hereto and their
respective successors and permitted assigns, and are not intended to confer upon
any person, except the parties hereto and their respective successors and
permitted assigns, any rights or remedies hereunder. 

     

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         Section 5.5 Assignment and Sublicense.

     

              (a) The license shall be assignable or sublicenseable to any direct or
indirect Majority Owned Subsidiary of VPG, provided that VPG shall be
responsible for the compliance by any such Majority Owned Subsidiary with the
terms of this Agreement. As used herein, “Majority Owned Subsidiary of
VPG” means any subsidiary
of VPG (x) of which both over 50% of the voting securities and over 50% of the
outstanding equity interests, whether voting or non-voting, are owned by VPG or
by one or more of Majority-Owned Subsidiaries of VPG or by VPG and one or more
of its Majority-Owned Subsidiaries, and (y) which is engaged in the design,
development, manufacture, marketing, provision and performance of VPG Products
and Services as part of the business of VPG under the management and control of
VPG.

     

              (b) If VPG shall sell or transfer its business of the design, development,
manufacture, marketing, provision and performance of VPG Products and Services
substantially as an entirety, to a single purchaser or other single transferee,
whether such sale or other transfer is structured as a sale of stock, assets or
otherwise, and thereafter VPG shall cease to be engaged in such business, the
purchaser or other transferee shall succeed to the rights and obligations of VPG
under this Agreement; provided such purchaser or other transferee shall execute
documentation in form and substance reasonably satisfactory to VSH agreeing to
be bound by the terms of this Agreement. For the avoidance of doubt, the
following actions shall not be deemed an assignment, delegation or other
transfer of VPG’s rights, benefits, powers, duties, responsibilities or
obligations under this Agreement or the license granted hereby or any interest
therein: (1) assignment or transfer of the stock of VPG, including by way of a
merger, consolidation, or other form of reorganization in which outstanding
shares of VPG are exchanged for securities, or (2) any transaction effected
primarily for the purpose of (A) changing VPG’s state of incorporation or (B)
reorganizing VPG into a holding company structure such that, as a result of any
such transaction, VPG becomes a wholly-owned subsidiary of a holding company
owned by the holders of VPG’s securities immediately prior to such
transaction.

     

              (c) Except as provided in this Section, the license granted hereby shall be
non-assignable and non- sublicenseable. Any purported license or assignment in
violation of this Agreement shall be void.

     

              (d) This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and permitted assigns.

     

         Section 5.6 Press Releases; Public
Announcements. Neither
party shall issue any release or make any other public announcement concerning
this Agreement or the transactions contemplated hereby without the prior written
approval of the other party, which approval shall not be unreasonably withheld,
delayed or conditioned; provided, however, that either party shall be permitted to make
any release or public announcement that in the opinion of its counsel it is
required to make by law or the rules of any national securities exchange of
which its securities are listed; provided further that it has made efforts that are reasonable
in the circumstances to obtain the prior approval of the other party.


     

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         Section 5.7 Waiver of Defaults. Waiver by any party hereto of any default by
the other party hereto of any provision of this Agreement shall not be construed
to be a waiver by the waiving party of any subsequent or other default, nor
shall it in any way affect the validity of this Agreement or prejudice the
rights of the other party thereafter to enforce each and ever such provision. No
failure or delay by any party hereto in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. 

     

         Section 5.8 Severability. If any provision of this Agreement is
determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions hereof shall remain in full force and
effect and shall in no way be affected, impaired or invalidated thereby, so long
as the economic or legal substance of the transactions contemplated hereby, as
the case may be, is not affected in any manner adverse to any party hereto or
thereto. Upon such determination, the parties hereto shall negotiate in good
faith in an effort to agree upon a suitable and equitable provision to effect
the original intent of the parties hereto. 

     

         Section 5.9 Indemnification. Each of the parties shall indemnify, defend
and hold harmless the other party, each of its respective current and former
directors, officers and employees, and each of their respective heirs,
executors, successors and assigns (“Indemnified Parties”), from and against any and all liabilities
relating to, arising out of or resulting from any breach of, or failure to
perform or comply with, any covenant, undertaking or obligation of, this
Agreement by the indemnifying party. In addition, VPG shall indemnify, defend
and hold harmless VSH and its other Indemnified Parties from and against any and
all liabilities relating to, arising out of or resulting from the sale and/or
provision of VPG Products and Services under the Licensed Marks. All
indemnification procedures and payments shall be governed by Sections 5.6, 5.7 and 5.8 of the Master Separation Agreement between
the parties, dated ________, 2010 (the “Master Separation Agreement”), as applicable.

     

         Section 5.10 LIMITATION OF LIABILITY. IN NO EVENT SHALL VSH OR VPG BE LIABLE TO
THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, COLLATERAL, INCIDENTAL OR
PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER
COMMERCIAL OR ECONOMIC LOSS OF
ANY KIND, ARISING OUT OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING
LIMITATIONS SHALL NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS WITH
RESPECT TO THIRD PARTY CLAIMS. 

     

         Section 5.11 Confidential Information. VSH and VPG shall hold and shall cause each
of their respective affiliates, directors, officers, employees, agents,
consultants, advisors and other representatives to hold, in strict confidence
and not to disclose or release without the prior written consent of the other
party, any and all proprietary or confidential information, material or data of
the other party that comes into its possession in connection with the
performance by the parties of their rights and obligations under this Agreement.
The provisions of Section 4.6 of the Master Purchase Agreement shall govern,
mutatis mutandis, the confidentiality obligations of the
parties under this Section. 

     

    10

     

    

    
    



         Section 5.12 Attorneys’ Fees. In any action hereunder to enforce the
provisions of this Agreement, the prevailing party shall be entitled to recover
its reasonable attorneys’ fees in addition to any other recovery
hereunder.

     

         Section 5.13 Governing Law. This Agreement and the legal relations
between the parties shall be governed by and construed in accordance with the
laws of the State of New York, without regard to the conflict of laws rules
thereof to the extent such rules would require the application of the law of
another jurisdiction. 

     

         Section 5.14 Consent to Jurisdiction. Subject to the provisions referenced in
Section 5.16, each of the parties irrevocably submits to
the jurisdiction of the federal and state courts located in Philadelphia,
Pennsylvania for the purposes of any suit, action or other proceeding to compel
arbitration, for the enforcement of any arbitration award or for specific
performance or other equitable relief pursuant to Section 5.15. Each of the parties further agrees that
service of process, summons or other document by U.S. registered mail to such
parties address as provided in Section 5.1 shall be effective service of process for any
action, suit or other proceeding with respect to any matters for which it has
submitted to jurisdiction pursuant to this Section. Each of the parties
irrevocably waives any objection to venue in the federal and state courts
located in Philadelphia, Pennsylvania of any action, suit or proceeding arising
out of this Agreement or the transactions contemplated hereby. 

     

         Section 5.15 Specific Performance. The parties hereto agree that the remedy at
law for any breach of this Agreement may be inadequate, and that any party
hereto shall be entitled to specific performance in addition to any other
appropriate relief or remedy, if and to the extent that the remedy of specific
performance is available in accordance with Section 8.2(g) of the Master
Separation Agreement. Such party may, in its sole discretion, to the extent
necessary to prevent serious and irreparable harm as contemplated by Section
8.2(g) of the Master Separation Agreement, apply to a court of competent
jurisdiction for specific performance or injunctive or such other relief as such
court may deem just and proper in order to enforce this Agreement. 

     

         Section 5.16 Dispute Resolution. The procedures set forth in Article VIII of
the Master Separation Agreement shall apply to the resolution of all disputes
arising under this Agreement, except that all proceedings provided for therein
shall be conducted in Philadelphia, Pennsylvania.

     

         Section 5.17 Entire Agreement. This Agreement and the Schedules hereto, as
well as any other agreements and documents referred to herein, constitute the
entire agreement between the parties with respect to the subject matter hereof
and supersede all previous agreements, negotiations, discussions,
understandings, writings, commitments and conversations between the parties with
respect to such subject matter. 

     

         Section 5.18 Waiver of Jury Trial. Subject to Section 5.16, EACH OF THE PARTIES HEREBY WAIVES TO THE
FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH
RESPECT TO ANY COURT PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF AND
PERMITTED UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.

     

    11

     

    

    
    



         Section 5.19 Amendments. No provisions of this Agreement shall be
deemed amended, modified or supplemented by any party hereto, unless such
amendment, supplement or modification is in writing and signed by the authorized
representative of the party against whom it is sought to enforce such amendment,
supplement or modification. 

     

         Section 5.20 Counterparts. This Agreement may be executed in any number
of counterparts, including by facsimile or electronic signature, and each such
counterpart shall be deemed an original instrument, and all of such counterparts
together shall constitute but one agreement. A facsimile or electronic signature
is deemed an original signature for all purposes under this
Agreement.
 

     

    [SIGNATURE PAGES
FOLLOW]

     

     

     

    12 

     

    

    
    



         IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute this Agreement as of the date first above
written.

     

    
      	
            	VISHAY INTERTECHNOLOGY, INC.
	 
	 
	 
	 
	By:       	 	 
	
            	Name:  	 	 
	
            	Title:	 	 
	 
	 
	 
	 
	
            	VISHAY PRECISION GROUP, INC.
	 
	 
	 
	 
	By:	 	 
	
            	Name:	 	 
	
            	Title:	 	 


    

     


    13

     

    

    
    



    SCHEDULE A*

     

    LICENSED MARKS

     

    1.       Trademarks and Trade Names


     

    VISHAY (with respect to
Section 1.2 only)

     

    

     

    VISHAY PRECISION


     

    VISHAY FOIL RESISTORS


     

    2.       Entity Names 

     

    Vishay - PM Belgium
N.V.
Vishay - Waste Collection
Systems Belgium N.V.
Vishay Tedea-Huntleigh (Beijing) Electronics Co.,
Ltd
Vishay Precision Measurement Trading (Shanghai) Co., Ltd.
Vishay
Celtron Technologies (Tianjin) Co., Ltd
Vishay PME France
SARL
Vishay Measurements Group
France, S.A.S.
Vishay Precision Foil GmbH
Vishay Measurement Group GmbH
Vishay
Transducers India Limited
Vishay Precision Transducers India Private Limited
Vishay PM Onboard
(Ireland) Limited
Vishay Precision Israel Ltd.
Vishay Advanced Technologies, Ltd.
Vishay
Precision Foil K.K.
Vishay
Precision Holdings B.V.
Vishay - Waste Collection Systems B.V.
Vishay
Revere Transducers Europe B.V.
Vishay Nobel AS
Vishay Precision Asia Investments Pte.
Ltd.
Vishay Precision España S.L.
Vishay Nobel AB

     

    

    
    



    Vishay Celtron
Technologies, Inc.
Vishay Measurements Group UK Limited
Vishay PM Group
Limited
Vishay PM Onboard Limited
Vishay Precision Group,
Inc.
Vishay Measurements
Group, Inc.
Vishay Transducers Ltd.
Vishay Precision Foil, Inc.
Vishay
BLH, Inc.

     

     

     

    ____________________

     

    * Note that this
Schedule A does not include the Marks set forth on
Attachment 1 to Schedule 1.3 or
the entity names set forth on Schedule 2.4(a)(iii) (which are not otherwise
listed on this Schedule A) to the Master Separation Agreement, inasmuch as those
Marks and entity names are owned by VPG and no license from VSH is required for
VPG’s use of such Marks and entity names. 

     

    

    
    



    SCHEDULE B

     

    VPG PRODUCTS AND SERVICES

     

    	Foil resistor strain
  gages
 
        
	Transducers (a/k/a load cells)
  utilizing foil resistor strain gages
 
        
	Electronic instruments that
  measure and control output of transducers utilizing foil resistor strain
  gages, and instruments to measure strain
 
        
	Systems for process and force
  measurement control and on-board weighing
 
        
	Foil resistors and current
  sensors
 
        
	Design, planning, testing,
  troubleshooting, technical assistance, engineering assistance, training and
  similar services provided or performed by VPG on behalf of its customers in
  connection with any of the foregoing
 
        
	Any additional products as long as
  such products do not overlap (i.e. compete) with any products within the
  product range of VSH or any of its subsidiaries as constituted immediately
  following the Effective Date. 


    

    
    



    SCHEDULE C

     

    NON-EXHAUSTIVE LIST
OF
PERMISSIBLE USES OF PRECISION BY
VSH

     

    1.       “Vishay” and “precision” separated, other than
by a blank, e.g. 

     

    	Vishay’s precision ...
        
	Vishay – precision ...
        
	Vishay: precision ...
        
	... Vishay. Precision .... (end and
  start of sentences) 


    2.       Vishay Logo followed with “Precision” in text.


     

    3.       “Vishay + brand + precision”,
e.g.

     

    	Vishay Sfernice Precision ...
        
	Vishay Sfernice precision
  pots
        
	Vishay Sfernice precision metal
  film resistors
        
	Vishay Sfernice precision wire
  wound resistors
        
	Vishay Dale Precision ....
        
	Vishay Spectrol precision
  ....
        
	Vishay Spectrol precision
  pots
        
	Vishay BCcomponents Precision
  ....
        
	Vishay Spectrol Ultra Precision
  Hall effect Rotary position sensor
        
	Vishay Dale Precision Wire Wound
  Resistors 


    4.       “Vishay + technology + precision”, e.g.


     

    	Vishay Film capacitors precision
  
        
	Vishay Thin film precision
  resistors (Dale TFNA, Sfernice)
        
	Vishay Thin Film Precision
  Networks 


    5.       “Precision...” at the beginning of a sentence
(i.e. preceded by no word), e.g.

     

    	Precision wire wound resistors
  (Dale)
        
	Precision power (Dale)
        
	Precision film (Dale)
        
	Precision Thin Film (Dale -
  TFNA)
        
	Precision Thin Film Technology
  (Dale - TFNA)
        
	Precision Low TCR Thin Film (Dale
  - TFNA) 


    

    
    



    SCHEDULE C
(continued)

     

    	Precision Non Magnetic Thin Film
  Resistors (Dale - TFNA)
        
	Precision Automotive Thin Film
  (Dale - TFNA)
        
	Precision Matched Pair resistors
  SOT-23
        
	Precision Ultra Frequency
  Resistors (FC series in Thin Film)
        
	Precision MKP 416...20 (film
  capacitors)
        
	Precision Thin Film Chip Resistor
  Arrays (Draloric Beyschlag)
        
	Precision Thin Film Chip Resistors
  (Draloric Beyschlag)
        
	Precision Wire wound Cemented
  Resistors (Draloric Beyschlag)
        
	Precision film capacitors
        
	Precision 1% to 2%...KP 1830 (film
  capacitors)
        
	Precision Feel Rotary
  Potentiometers (Spectrol 21P) 


    6.       Other uses of word “precision” where preceded
by various words, e.g. 

     

    	KP Polypropylene film / foil
  precision capacitors
        
	High Precision Thin Film Chip
  Resistor
        
	High Precision MELF
  Resistor
        
	High Precision MINI-MELF
  Resistor
        
	High Precision Thin Film Leaded
  Resistor
        
	High Precision Metal Film Leaded
  Resistor
        
	High Precision Thin Film Chip
  Resistor Arrays
        
	High precision ...(Dale)
        
	Very High Precision Thin Film Chip
  Resistor
        
	Very High Precision MELF
  Resistor
        
	Very High Precision MINI-MELF
  Resistor
        
	Very High Precision Thin Film
  Leaded Resistor
        
	Very High Precision Metal Film
  Leaded Resistor
        
	Very High Precision Thin Film Chip
  Resistor Arrays
        
	Ultra Precision Thin Film Chip
  Resistor Arrays
        
	Ultra Precision Thin Film Chip
  Resistor
        
	Ultra Precision MELF
  Resistor
        
	Ultra Precision MINI-MELF
  Resistor
        
	Ultra Precision Thin Film Leaded
  Resistor 


    

    
    



    SCHEDULE C
(continued)

     

    	Ultra-Precision Thin Film Flat
  Chip Resistors
        
	Ultra Precision Metal Film Leaded
  Resistor
        
	Ultra Precision Silicon Based RF
  Capacitors
        
	Cemented Wirewound Precision
  Resistors
        
	Semi Precision Thick Film Chip
  Resistors
        
	Frequency Precision Surface mount
  Inductors
        
	ACAC 0612 Precision Thin Film Chip
  Resistor Arrays
        
	ACAS 0612 AT Precision Thin Film
  Chip Resistor Arrays
        
	ACAS 0606 AT Precision Thin Film
  Chip Resistor Arrays 


    7.       “Precision ...” in a sentence following “Vishay
Intertechnology Inc.”, e.g.

     

    	“Vishay Intertechnology Inc.
  Precision ...” 


    

    
    



    SCHEDULE D

     

    LICENSED DOMAIN NAMES

     

    vishayprecision
vishayfoilresistors
vishaymeasurementsgroup
vishaymg
vishaynobel
vishaypg
vishaypgloadcells