exhibit10-28.htm


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

     

    June 14,
2010
 

     

    Mr. William
Clancy
63 Lancaster Avenue
Malvern, PA 19355

     

    Dear Bill:


     

         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 employee
positions with VSH and its affiliates other than VPG, that commencing on the
Effective Date you will serve as Chief Financial 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. On or as soon as
practicable following the Effective Date, you and VPG will finalize the terms of
your employment. 

     

         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/ Ziv
      Shoshani	 
	Name:	 Ziv Shoshani
	Title:	 President & Chief Executive
	 	 Officer


    

     

     


    
      	
              Intending to be
      legally bound:

            
	 
	/s/ William
      Clancy
	William Clancy


    


    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 Financial 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 William Clancy. The VPG Board of Directors
will determine the actual compensation program for Mr. Clancy.

     

    
      	Employment Provision	 	       	Terms	 
	
              Title 

            	
            	
              Chief Financial
      Officer of VPG.

            
	
              Effective Date 

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

            
	
              Base Salary 

            	
            	
              $250,000

            
	
              Annual Incentive
      (Bonus)

            	
            	
              Annual performance
      bonus target of 40% of base salary with a minimum bonus of 0% of base
      salary and maximum bonus of 80% of base salary. Payouts will be based on
      performance goals which will be recommended by Mr. Shoshani and approved
      by the Compensation Committee.

            
	
              Long-Term
    Incentives

            	
            	
              Annual target LTI
      value of 40% of base salary, payable in long-term incentive vehicles in a
      mix of vehicles to be determined by the VPG Board.

            
	
               Founder’s Equity
      Grant

            	
            	
              A Founders equity
      grant with a total value of $100,000 in the form of restricted stock
      units, cliff-vested after three years, will be made on the date of
      spin-off.