Exhibit 10.1 

EMPLOYMENT AGREEMENT 

     THIS
EMPLOYMENT AGREEMENT (this “Agreement”) is made as of December 5,
2008, by and between VISHAY INTERTECHNOLOGY, INC., a Delaware corporation
(“Vishay”),
and DR. LIOR E. YAHALOMI (“Executive”). 

W
I
T
N
E
S
S
E
T
H:


     WHEREAS,
Vishay desires to continue to employ Executive and Executive desires to accept
such continued employment; and 

     WHEREAS,
Vishay and Executive intend for this Agreement to document the terms and
conditions of the employment relationship; 

     NOW,
THEREFORE, in consideration of the mutual covenants hereinafter contained, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows: 

1.
Definitions. 

     1.1 “Accrued Compensation” means (i) earned but unpaid base salary and (ii) unpaid
expense reimbursements. 

     1.2
“Board of
Directors” means the Board of Directors of
Vishay. 

     1.3
“Cause” means any of the following:


     (a) Executive’s conviction of a felony or any other crime involving moral
turpitude (whether or not involving Vishay and/or its subsidiaries);

     (b) any act or failure to act by Executive involving dishonesty, fraud,
misrepresentation, theft or embezzlement of assets from Vishay and/or its
subsidiaries; or 

     (c) Executive’s (i) willful and repeated failure to substantially perform his
duties under this Agreement (other than as a result of total or partial
incapacity due to physical or mental illness or injury) or (ii) willful and
repeated failure to substantially comply with any policy of Vishay and/or its
subsidiaries applicable to Executive; provided, however, that a termination pursuant
to this clause (c) will not become effective unless Executive fails to cure such
failure to perform or comply within twenty (20) days after written notice
thereof from Vishay. 

     1.4 “Code” means the Internal Revenue Code of 1986, as amended, or any successor
code. 

     1.5 “Common Stock” means the common stock, par value $.10 per share, of Vishay
and any other security exchanged or substituted for such common stock or into
which such common stock is converted in any recapitalization, reorganization,
merger, consolidation, share exchange or other business combination transaction,
including any reclassification consisting of a change in par value or a change
from par value to no par value or vice versa.

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     1.6
“Effective
Date” means September 1, 2008. 

     1.7 “Competing Business” means any business or venture located anywhere in the world
that is engaged in the manufacture and supply of passive and discrete active
electronic components and/or strain gages, strain gage transducers or strain
gage instrumentation to the extent Vishay or any subsidiary or affiliate of
Vishay is engaged in such activities on the Date of Termination. 

     1.8 “Date of Termination” means (i) the effective date on which Executive's employment
by Vishay terminates as specified in a Notice of Termination by Vishay or
Executive, as the case may be or (ii) if Executive's employment by Vishay
terminates by reason of death, the date of Executive’s death.

     1.9 “Non-Competition Period” means the period while Executive is employed by Vishay or
any of its subsidiaries or affiliates and for twelve 12 months thereafter or
such lesser period as is determined by a court of competent jurisdiction
pursuant to Section 7.5(d). 

     1.10 “Non-Solicitation
Period” means the period while Executive is
employed by Vishay or any of its subsidiaries or affiliates and for twelve 12
months thereafter or such lesser period as is determined by a court of competent
jurisdiction pursuant to Section 7.5(d). 

     1.11 “Notice of Intention” means a written notice to Executive signed by a duly
authorized officer of Vishay, which notice shall indicate that it is Vishay’s
intention to terminate Executive’s employment without Cause on a particular
date. 

     1.12 “Notice of Termination” means a written notice of termination of Executive’s
employment with Vishay, signed by Executive, if to Vishay, or by a duly
authorized officer of Vishay, if to Executive, which notice shall (i) indicate
the specific termination provision in this Agreement relied upon; (ii) to the
extent applicable, set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive's employment under the
provision so indicated; and (iii) specify the Date of Termination. The failure
by Vishay to set forth in such notice any fact or circumstance which contributes
to a showing of Cause shall not waive any right of Vishay hereunder or preclude
Vishay from asserting such fact or circumstance in enforcing its rights
hereunder.

2.
Employment; Term. 

     2.1 Employment. Vishay hereby employs
Executive, and Executive hereby accepts employment by Vishay, in accordance with
and subject to the terms and conditions set forth herein. 

     2.2 Term. The “Term” of this Agreement
shall commence on the Effective Date and continue until terminated in accordance
with the provisions of this Agreement. 

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3.
Duties.


     3.1 Position. During the Term, Executive
shall serve as Executive Vice President and Chief Financial Officer of Vishay
and shall report directly to the Chief Executive Officer of Vishay and the Audit
Committee of the Board of Directors; provided, that with respect to merger and
acquisition activities, Executive shall report to the Chairman of the Board of
Directors.

     3.2 Authority and Responsibility.
Executive shall have authority and responsibility for the cash management,
accounting, tax, merger and acquisition, investor relations and legal functions
of Vishay and shall perform such other duties as may be assigned by the Chief
Executive Officer of Vishay. The Chief Accounting Officer of Vishay shall report
to Executive and also to the Chief Executive Officer of Vishay. 

     3.3 Activities. Excluding any periods of
vacation, personal and sick leave to which Executive is entitled, Executive
shall devote his full professional attention and best efforts during the Term to
the business and affairs of Vishay. It shall not be considered a violation of
the foregoing for Executive to (i) serve as Associated Adjunct Professor at the
Wharton School for about 80 hours per year, (ii) engage in other such activities
approved in advance by the Chief Executive Officer and the Chairman of the Board
or (iii) manage personal investments, so long as such activities would be
permitted under Section 7 and do not interfere with the performance of
Executive’s responsibilities as an employee of Vishay in accordance with this
Agreement. 

     3.4 Place
of Performance. Executive’s employment and
office shall be based at Vishay’s offices in Malvern, Pennsylvania. Executive
recognizes that his duties will require, from time to time and at Vishay’s
expense, travel to domestic and international locations. 

4.
Compensation. 

     4.1 Base
Salary. Vishay shall pay Executive a base
salary, subject to annual review by the Compensation Committee of the Board of
Directors in consultation with the Chief Executive Officer and the Chairman of
the Board of Vishay, of not less than $362,500 per year. Such base salary shall
be paid in accordance with Vishay’s standard salary policies, subject to such
deductions, if any, as are required by law or elected by Executive (for example,
401(k) contributions). 

     4.2 Bonus. Executive shall be eligible for
an annual performance bonus, payable in cash on or before March
15th of
the following year, in an amount up to 50% of Executive’s base salary. The
amount of such bonus shall be based upon the achievement of such individual or
company performance goals as the Compensation Committee of the Board of
Directors and/or the Chief Executive Officer of Vishay shall determine. Until
changed by the Compensation Committee and/or the Chief Executive Officer, the
terms of Executive’s bonus are set for in Exhibit A hereto. Executive’s bonus
under this Agreement for 2008 shall be pro rated based on the percentage of the
year he is employed under this Agreement. For purposes of clarity, unless
otherwise provided by the Compensation Committee or Chief Executive Officer, the
bonus terms set forth in Exhibit A shall cease to apply to Executive if his
position with Vishay changes. In addition, Executive shall cease to be entitled
to a bonus under this Section 4.2 upon his receipt of either a Notice of
Intention or a Notice of Termination. 

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5.
Benefits.


     5.1 Participation in Benefit Plans and Programs. During the Term, Executive shall be entitled to participate in any and
all medical insurance, group health insurance, disability insurance, life
insurance and retirement plans which are generally made available by Vishay to
its senior executives, subject to the eligibility requirements and other
provisions of such plans and programs. 

     5.2 Auto
Allowance. Vishay shall provide Executive
with an $850 per month automobile allowance. 

     5.3 Existing Stock Option Program.
Executive shall continue to be entitled to the stock options provided in
paragraph 6 of the offer letter agreement, dated June 6, 2006, between Vishay
and Executive. 

     5.4 Reimbursement of Expenses. In
accordance with Vishay’s standard reimbursement policies as they exist from time
to time, Vishay shall reimburse Executive for all reasonable and documented
travel, business entertainment and other business expenses incurred by Executive
in connection with the performance of his duties under this Agreement.


     5.5 Vacation, Personal and Sick Days.
Executive shall be entitled to paid vacation days, holidays, personal and sick
days in accordance with and subject to Vishay’s policies for Vishay’s senior
executives, as in effect from time to time. 

     5.6 Indemnification. Vishay shall
indemnify Executive to the extent provided in Vishay’s certificate of
incorporation and/or bylaws, as in effect from time to time. 

     5.7 Other. Executive shall be entitled to
such other benefits or perquisites as Vishay generally makes available to its
senior executives. 

6.
Termination of Employment; Compensation Upon
Termination. 

     6.1 Termination. Executive’s employment
with Vishay may be terminated by Executive or by Vishay for any reason, in
either case pursuant to a Notice of Termination. 

     6.2 Compensation Upon Termination. Upon
termination of Executive’s employment with Vishay, Executive shall be entitled
to the following: 

	                    
    	(i)	      	A lump sum cash
      payment equal to all Accrued Compensation, such payment to be made within
      15 days after the Date of Termination.
		 
		(ii)		Payment of Executive’s
      bonus pursuant to Section 4.2 hereof for the calendar year preceding the
      Date of Termination, if not previously paid, which shall be paid at such
      time as such bonus would have been paid to Executive if not for
      Executive’s termination of employment.
				 
		(iii)		All rights
      Executive is entitled to under the terms of Vishay benefit plans or
      arrangements.


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     6.3 Further Compensation Upon Termination.
Vishay agrees that, in the event it terminates Executive’s employment without
Cause, it shall provide Executive a Notice of Intention three (3) months prior
to the scheduled effective date of its termination of his employment. The period
from the date of the Notice of Intention to the scheduled effective date is
referred to as the “Notice Period”. If Executive remains employed through the
end of the three month Notice Period referred to in the first sentence of this
Section 6.3, Executive shall be entitled to a lump sum payment, payable within
15 days after the date of his employment termination, equal to the product of
(i) his monthly base salary multiplied by (ii) nine (9). If Vishay terminates
Executive’s employment without Cause and fails to provide Executive with a
Notice of Intention three (3) months prior to the scheduled effective date of
its termination of his employment, or if Vishay terminates Executive’s
employment without Cause during the Notice Period, Executive shall be entitled
to a lump sum payment, payable within 15 days after the date of the termination
of his employment, equal to the product of (i) his monthly base salary
multiplied by (ii) the difference between (x) twelve (12) and (y) the number of
whole months in the Notice Period, if any, except that if Executive’s employment
is terminated by Vishay without Cause during the Notice Period, then the number
of whole months in the Notice Period prior to the termination of his employment.


7.
Restrictive Covenants. 

     7.1 Non-Competition. During the
Non-Competition Period, Executive shall not, without the prior written consent
of an authorized officer of Vishay, directly or indirectly, own, manage,
operate, join, control, participate in, invest in or otherwise be connected or
associated with, in any manner, including as an officer, director, employee,
independent contractor, subcontractor, stockholder, member, manager, partner,
principal, consultant, advisor, agent, proprietor, trustee or investor, any
Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from
(i) owning five percent (5%) or less of the stock or other securities of a
publicly held corporation, so long as Executive does not in fact have the power
to control, or direct the management of, and is not otherwise associated with,
such corporation, or (ii) performing services for an investment bank, investment
advisor or investment fund that may, directly or indirectly, own, manage,
operate, join, control, participate in, invest in or otherwise be connected or
associated with, in any manner, any Competing Business, provided that Executive
shall not, directly or indirectly, have any responsibility whatsoever for,
provide any services whatsoever to, or otherwise be connected or associated with
such Competing Business. Notwithstanding the foregoing, if a company has
separate divisions or subsidiaries, some of which conduct a Competing Business
and some of which conduct other businesses which are not Competing Businesses,
then the restrictions imposed hereunder with respect to Competing Businesses
shall apply only to the divisions or subsidiaries of such company that conduct
the Competing Businesses, provided that (x) Executive shall not, directly or
indirectly, have any responsibility whatsoever for, provide any services
whatsoever to, or otherwise be connected or associated with any Competing
Business of the same company, and (y) Executive obtains the prior written consent of the Company, which consent shall not be
unreasonably withheld.

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     7.2 Non-Solicitation. During the
Non-Solicitation Period, Executive shall not, directly or indirectly:



     (a) solicit
any customer of Vishay or any of its subsidiaries or affiliates to which
Executive provided (or participated in a proposal to provide) services during
the Term;

     (b) hire,
solicit for employment, or recruit any person who at the relevant time is or,
within the preceding three (3) months, was, an officer, director, employee,
independent contractor, subcontractor, manager, partner, principal, consultant,
or agent of Vishay or any of its subsidiaries or affiliates, or induce or
encourage any of the foregoing to terminate their employment, contractual or
other relationship (as appropriate) with Vishay or any of its subsidiaries or
affiliates, or attempt to do any of the foregoing either on Executive’s own
behalf or for the benefit of any third person or entity; 

     (c) persuade
or seek to persuade any customer of Vishay or any of its subsidiaries or
affiliates to cease to do business or to reduce the amount of business which the
customer has customarily done or contemplates doing with Vishay or such
subsidiary or affiliate, whether or not the relationship with such customer was
originally established in whole or in part through Executive’s efforts; or


     (d) interfere
in any manner in the relationship of Vishay or any of its subsidiaries or
affiliates with any of their respective customers, suppliers, or independent
contractors, whether or not the relationship with such customer, supplier or
independent contractor was originally established in whole or in part through
Executive’s efforts. 


     7.3 Confidential Information. Executive
agrees that he shall not, directly or indirectly, use, make available, sell,
disclose or otherwise communicate to any person, other than in the course of
Executive’s assigned duties hereunder and for the benefit of for the benefit of
Vishay and/or its subsidiaries or affiliates, either during the Term or at any
time thereafter, any nonpublic, proprietary or confidential information,
knowledge or data in any form or media, whether documentary, written, oral or
computer generated, relating to Vishay, any of its subsidiaries, affiliated
companies or businesses, which shall have been obtained by Executive during
Executive's employment by Vishay or during the Term. The foregoing shall not
apply to information that (i) was known to the public prior to its disclosure to
Executive; (ii) becomes known to the public subsequent to disclosure to
Executive through no wrongful act of Executive or any representative of
Executive; or (iii) Executive is required to disclose by applicable law,
regulation or legal process (provided that Executive provides Vishay with prior
notice of the contemplated disclosure and reasonably cooperates with Vishay at
its expense in seeking a protective order or other appropriate protection of
such information). Notwithstanding clauses (i) and (ii) of the preceding
sentence, Executive's obligation to maintain such disclosed information in
confidence shall not terminate where only portions of the information are in the
public domain. 

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     7.4 Non-Disparagement. Each of Executive
and Vishay (for purposes hereof, Vishay shall mean only the executive officers
and directors thereof and not any other employees) agrees not to make any public
statements that disparage the other party or, in the case of Vishay, its
respective affiliates, employees, officers, directors, products or services.
Notwithstanding the foregoing, statements made in the course of sworn testimony
in administrative, judicial or arbitral proceedings (including, without
limitation, depositions in connection with such proceedings) shall not be
subject to this Section 7.4. 

     7.5
Acknowledgements Respecting Restrictive
Covenants. 


     (a) Executive
has carefully read and considered the provisions of this Section 7 and, having
done so, agrees that: 

		(i)		the restrictive covenants contained in this Section 7,
      including, without limitation, the scope and time period of such
      restrictions, are reasonable, fair and equitable in light of Executive’s
      duties and responsibilities under this Agreement and the benefits to be
      provided to him under this Agreement; and
	            		      	
		(ii)		such restrictive covenants are reasonably necessary to
      protect the legitimate business interests of
Vishay.


     (b) The
parties acknowledge that it is impossible to measure in money the damages that
will accrue to one party in the event that the other party breaches any of the
restrictive covenants contained in this Section 7 and that any such damages, in
any event, would be inadequate and insufficient. Therefore, if one party
breaches any restrictive covenant contained in this Section 7, the non-breaching
party shall be entitled to an injunction restraining the breaching party from
violating such restrictive covenant; provided, however, that a party must provide the
other party with not less than five (5) days written notice prior to instituting
an action or proceeding to enforce any restrictive covenant contained in this
Section 7. If the non-breaching party shall institute any action or proceeding
to enforce a restrictive covenant contained in this Section 7, the breaching
party hereby waives, and agrees not to assert in any such action or proceeding,
the claim or defense that the non-breaching party has an adequate remedy at law.


     (c) In the
event of a breach of any of the restrictive covenants contained in this Section
7, the parties agree that the non-breaching party, in addition to any injunctive
relief as described in Section 7.5(b), shall be entitled to any other
appropriate legal or equitable remedy. 

     (d) If any of
the restrictive covenants contained in this Section 7 are deemed by a court of
competent jurisdiction to be unenforceable by reason of their extent, duration
or geographical scope or otherwise, the parties contemplate that the court shall
revise such extent, duration, geographical scope or other provision but only to
the extent required in order to render such restrictions enforceable, and
enforce any such restriction in its revised form for all purposes in the manner
contemplated hereby. 


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     7.6 Consideration. Executive hereby
acknowledges that Vishay’s obligation to make payments to Executive pursuant to
Section 4 and Section 6 of this Agreement is in consideration of Executive’s
agreement to be bound by and comply with the provisions of this Section 7.


8.
Miscellaneous. 

     8.1 Notices. Any notice, consent, request
or other communication made or given in accordance with this Agreement,
including any Notice of Intention and Notice of Termination, shall be in writing
and shall be sent either by (i) personal delivery to the party entitled thereto,
(ii) facsimile with confirmation of receipt, (iii) registered or certified mail,
return receipt requested, or (iv) Federal Express or similar courier service.
The notice, consent request or other communication shall be deemed to have been
received upon personal delivery, upon confirmation of receipt of facsimile
transmission or courier service, or, if mailed, three (3) days after mailing.
Any notice, consent, request or other communication made or given in accordance
with this Agreement shall be made to those listed below at their following
respective addresses or at such other address as each may specify by notice to
the other: 

               To
Vishay: 

                              Vishay
Intertechnology, Inc.
                              63
Lincoln Highway
                              Malvern,
Pennsylvania 19355-2120
                              Attention:
Chief Financial Officer 

               To
Executive: 

                              Dr.
Lior E. Yahalomi
                              [Personal
Address Omitted] 

     8.2
Successors.


     (a) This
Agreement is personal to Executive and, without the prior written consent of
Vishay, shall not be assignable by Executive otherwise than by will or the laws
of descent and distribution. This Agreement shall inure to the benefit of and be
enforceable by Executive’s heirs and legal representatives. 

     (b) This
Agreement shall inure to the benefit of and be binding upon Vishay and its
successors and assigns. 


     8.3 Complete Understanding; Amendment; Waiver. This Agreement constitutes the complete understanding between the
parties with respect to the employment of Executive and, except as otherwise
provided herein, supersedes all other prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof,
and no statement, representation, warranty or covenant has been made by either
party with respect thereto except as expressly set forth herein. This Agreement
shall not be altered, modified, amended or terminated except by a written
instrument signed by each of the parties hereto. Any waiver of any term or
provision hereof, or of the application of any such term or provision to any
circumstances, shall be in writing signed by the party charged with giving such
waiver. Waiver by either party hereto of any breach hereunder by the other party
shall not operate as a waiver of any other breach, whether similar to or
different from the breach waived. No delay on the part of Vishay or Executive in
the exercise of any of their respective rights or remedies shall operate as a
waiver thereof, and no single or partial exercise by Vishay or Executive of any
such right or remedy shall preclude other or further exercise thereof.
Notwithstanding the foregoing, Executive shall retain his accrued rights, as of
the Effective Date, under the offer letter agreement, dated June 6, 2006,
between Vishay and Executive.

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     8.4 Withholding Taxes. Vishay may withhold
from all payments due to Executive (or his beneficiary or estate) under this
Agreement all taxes which, by applicable federal, state, local or other law,
Vishay is required to withhold therefrom. 

     8.5 Severability. The invalidity or
unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement. If any
provision of this Agreement shall be held invalid or unenforceable in part, the
remaining portion of such provision, together with all other provisions of this
Agreement, shall remain valid and enforceable and continue in full force and
effect to the fullest extent consistent with law. 

     8.6 Governing Law. This Agreement shall be
governed and construed in accordance with the laws of the State of Delaware,
without regard to the principles of conflicts of law. 

     8.7 Arbitration. Except as provided in
Section 7.5 hereof, any dispute or controversy under this Agreement shall be
settled exclusively by arbitration in Philadelphia, Pennsylvania, in accordance
with the rules of the American Arbitration Association then in effect. Judgment
may be entered on the arbitration award in any court having jurisdiction. The
arbitrator may award legal fees but shall not be obligated to do so. 

     8.8 Titles
and Captions. All Section titles or captions
in this Agreement are for convenience only and in no way define, limit, extend
or describe the scope or intent of any provision hereof.

     8.9 Counterparts. This Agreement may be
signed in one or more counterparts, each of which shall be deemed an original,
and all such counterparts shall constitute but one and the same instrument.


9.
Section 409A of the Code. 

     (a) Notwithstanding any provision of this Agreement to the contrary, if
Executive is a “specified
employee” (within the meaning of Section 409A
of the Internal Revenue Code of 1986, as amended, and determined pursuant to
procedures adopted by Vishay) at the time of his “separation from service”
(within the meaning of Section 409A) and if any portion of the payments or
benefits to be received by Executive under this Agreement upon his separation
from service would be considered deferred compensation under Section 409A, then
each portion of such payments and benefits that would otherwise be payable
pursuant to this Agreement during the six-month period immediately following
Executive’s separation from service will instead be paid or made available on
the earlier of (i) the first business day of the seventh month following the
date Executive incurs a separation from service, and (ii) Executive’s
death.

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     (b) Each
payment under this Agreement will be considered a “separate payment” and not one
of a series of payments for purposes of Section 409A. 

     (c) To the
extent any reimbursement or in-kind benefits due to Executive under this
Agreement constitute “deferred compensation” under Section 409A, any such
reimbursement or in-kind benefit shall be paid to Executive in a manner
consistent with Treas. Reg. section 1.409A-3(i)(l)(iv). 


          IN WITNESS
WHEREOF, Executive has executed this Agreement and, pursuant to the
authorization of the Compensation Committee of the Board of Directors, Vishay
has caused this Agreement to be executed in its name and on its behalf, all as
of the date above written. 


	VISHAY
      INTERTECHNOLOGY, INC.  
	  
	  
	  
	By:
      /s/ Carl Fritz  
	Name: Carl
      Fritz  
	Title:
      Administrative President, Americas  
	  
	EXECUTIVE:  
	  
	  
	  
	/s/ Lior E.
      Yahalomi  
	Dr. Lior E.
      Yahalomi  




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Exhibit A 

Employment
Agreement
between
Vishay Intertechnology,
Inc. and Dr. Lior E.Yahalomi

Bonus Plan for Dr. Lior E.
Yahalomi

The plan is defined as follows:


	(d)	 	
      The maximum bonus is 50.0% of
      Executive’s base salary, whereby:

		     		
		 	·    	
      35.0%
      of maximum comes from the Adjusted Net Income of Vishay.

		 		
		 	·	
      7.5% maximum comes from Inventory
      Turns.

		 		
		 	·	
      7.5% comes from Personal Objectives.
      

		 		
	(e)	 	
      For all targets, the accepted budget
      for the business year is the reference point. If required by the
      situation, the budget can be replaced by targets determined by the Chief
      Executive Officer. 

		 		
	(f)	 	
      For the portion related to Adjusted
      Net Income, the following rules apply:

		 		
		 	·	
      No
      bonus below 80% of budgeted Adjusted Net Income.

		 		
		 	·	
      21.0%
      bonus at 100% of budgeted Adjusted Net Income. 

		 		
		 	·	
      35.0%
      bonus at 120% and above of budgeted Adjusted Net Income. 

		 		
		 	·	
      Linear
      between 80 – 100% and between 100 – 120%.

		 		
	(g)	 	
      For Inventory Turns below the
      budgeted level, it will be the Chief Executive Officer’s judgment that
      determines the bonus, if any. 

		 		
	(h)	 	
      The Personal Objectives shall be
      measurable and must be reconciled for every year between Executive and the
      Chief Executive Officer; provided; however, the Personal Objectives with
      respect to merger and acquisition activities shall be measurable and
      reconciled for every year between Executive and the
  Chairman.




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