exhibit10-5.htm


    FORM OF TRANSITION SERVICES AGREEMENT


     

         This Transition Services Agreement (this “Services Agreement”) is entered into and effective as of the ___
day of __________, 2010 (the “Effective Date”), by and between Vishay Intertechnology,
Inc., a corporation organized under the laws of the State of Delaware
(“Provider”), and Vishay Precision Group, Inc., a
corporation organized under the laws of the State of Delaware (“Recipient”). Provider and Recipient each may be
referred to herein as a “Party” and collectively, as the “Parties.” 

     

         WHEREAS, the Board of Directors of Provider has determined that it is
appropriate and desirable to separate Recipient and Provider into two
publicly-traded companies by separating Provider from Recipient and transferring
to Recipient Provider’s measurement group and foil business (the “MGF Business”) (such separation, the “Separation”); 

     

         WHEREAS, Provider and Recipient have entered into that certain Master
Separation and Distribution Agreement, dated as of the date hereof (the
“Master Separation Agreement”), in order to carry out, effect and
consummate the Separation; and 

     

         WHEREAS, to facilitate the Separation, Provider and Recipient deem it to
be appropriate and in the best interests of Provider and Recipient that Provider
provide certain services to Recipient pursuant to the terms and conditions set
forth herein. 

     

         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 hereby agree as follows: 

     

    Article
1
Services

     

         1.1 General. In accordance with the provisions hereof,
Provider, through its Subsidiaries (as defined below) and their respective
employees, agents or contractors, shall provide to Recipient and its
Subsidiaries, and Recipient shall purchase from Provider, the services described
in Schedule A (each a “Service” and collectively, the “Services”). In addition to a description of each
Service, Schedule A shall set forth, where relevant, the maximum
level or amount of each Service, applicable performance times and the pricing
parameters for each Service. Schedule A may be amended from time to time by written
agreement of the Parties. For purposes of this Services Agreement, “Subsidiary” of any Party means a corporation or other
organization whether incorporated or unincorporated of which at least a majority
of the securities or interests having by the terms thereof ordinary voting power
to elect at least a majority of the board of directors or others performing
similar functions with respect to such corporation or other organization is
directly or indirectly owned or controlled by such Party or by any one or more
of its Subsidiaries, or by such Party and one or more of its Subsidiaries;
provided, however, that no person that is not directly or
indirectly wholly-owned by the Party shall be a Subsidiary of such Party unless
such Party controls, or has the right, power or ability to control, that person.


     

         1.2 Quality of Services. Subject to Section 1.3, Provider shall perform each of the Services
(i) in a workmanlike and professional manner, (ii) with the same degree of care
as it exercises in performing its own
functions of a like or similar nature, (iii) utilizing individuals of suitable
experience, training and skill, and (iv) in a timely manner in accordance with
the provisions of this Services Agreement. 

     

    

    
    


         1.3 Forecasts. Recipient shall provide Provider with a
monthly forecast of its requested level of Services not less than fifteen (15)
days prior to the beginning of each calendar month, unless no change in the
existing service levels are forecast for such calendar month. The Service
levels, if any, initially requested by Recipient (the “Initial Service Levels”) shall be as set forth on Schedule A. Service levels may be decreased from the
Initial Service Levels upon Recipient’s delivery to Provider of written notice
of such decrease specified in reasonable detail at least sixty (60) days in
advance of the month to which the decrease forecast relates. Any increase in the
scope of Services, including the addition of any new Services, shall be
negotiated in good faith by the Parties; provided that Provider shall not be required to perform
additional or enhanced services, except to the extent that it has available
resources and receives compensation acceptable in its reasonable discretion. To
the extent any Services are mischaracterized in Schedule A, Provider and Recipient shall negotiate in
good faith to amend Schedule A as appropriate. 

     

         1.4 Third Party Services. Each Party acknowledges and agrees that
certain of the Services to be provided under this Services Agreement may have
been, and may continue to be, provided to Recipient, by third parties designated
by Provider. To the extent so provided, Provider shall use commercially
reasonable efforts to (i) cause such third parties to provide such Services in
accordance with the provisions of this Services Agreement and/or (ii) enable
Recipient and its Subsidiaries to avail itself of such Services; provided, however, that if any such third party is unable or
unwilling to provide any such Services, Provider shall use its commercially
reasonable efforts to determine the manner in which such Services can best be
provided, and, if there is any change to the level or cost of Services provided
as a result, Provider and Recipient shall negotiate in good faith to amend
Schedule A as appropriate. 

     

         1.5 Responsible Personnel. Each Party shall (i) from time to time
designate a senior level manager who shall have overall responsibility for the
administration and operation of this Services Agreement (each, a “Party Representative”) and (ii) upon reasonable request of the
other Party, provide such other Party with a list of key management personnel
who may be contacted by such other Party with respect to each Service.


     

         1.6 Consultation. At either Party’s reasonable request, the
Parties shall meet and discuss the nature, quality and level of Services covered
by this Services Agreement and any modifications a Party may wish to make to the
Services and other matters specified in Schedule A. 

     

         1.7 Recovery Procedures. Provider shall maintain, consistent with
past practices applicable to the MGF Business immediately prior to the
Separation, operational recovery procedures to insure the availability of
systems and the integrity of data relating to the Services at all times. In the
event of the unavailability of any such system or the loss or destruction of any
such data, Provider shall use its commercially reasonable efforts, consistent
with past practices applicable to the MGF Business immediately prior to the
Separation, to restore such systems and recover or replace such data as quickly
and completely as is practicable. 

     

    2 

     

    

    
    


         1.8 Monitoring and Reports; Books and Records;
Audit Right.

     

         (a) Provider shall maintain books and records in
reasonable and customary detail pertaining to the provision of Services pursuant
to this Services Agreement. Provider shall make such books and records available
for inspection by Recipient or its authorized representatives during normal
business hours, upon reasonable notice to Provider, and shall retain such books
and records for periods consistent with the retention policies applicable to the
MGF Business immediately prior to the Separation.

     

         (b) Upon thirty (30) days’ advance notice to
Provider, Recipient may audit (or cause an independent third party auditor to
audit), during regular business hours and in a manner that complies with the
building and security requirements of Provider, the books, records and
facilities of Provider pertaining to the provision of Services pursuant to this
Services Agreement to the extent necessary to determine Provider’s compliance
with this Services Agreement. For any given Service, Recipient shall have the
right to audit such books, records and facilities of Provider once for each
twelve month period during which payment obligations are due. Any audit under
this Section 1.8(b) shall not interfere unreasonably with the
operations of Provider. Recipient shall pay the costs of conducting such audit,
unless the results of an audit reasonably indicate an overpayment by Recipient
of ten percent (10%) or more (such percentage to be determined by reference to
the Services which are subject to the specific audit), in which case, Provider
shall pay the reasonable out-of-pocket costs of Recipient. 

     

         (c) Provider shall provide Recipient, at no cost
to Recipient, with customary reports concerning the performance of the Services
and as Recipient otherwise reasonably requests from time to time.

     

    Article
2
Compensation; Billing 

     

         2.1 Service Fees. In consideration of providing the Services,
Provider will charge Recipient the monthly fees or time and materials fees
indicated for each Service listed on Schedule A (each, a “Service Fee” and collectively, the “Service Fees”). In the event that for any month there
shall be an increase or decrease of the level of any Service by 5% or more
compared to the Initial Service Levels for any Service described on Schedule A for which there is a monthly fee, if any, the
Service Fee for such Service shall be adjusted proportionately. 

     

         2.2 Expenses. Provider shall also be entitled to charge
Recipient for its reasonable documented, out-of-pocket costs and expenses
incurred by Provider in providing the Services, as more particularly provided on
Schedule A (“Expenses”). 

     

         2.3 Invoices. Not later than 30 days after the end of each
calendar month, Provider shall send Recipient an invoice that includes in
reasonable detail the Service Fees and Expenses due for Services provided to
Recipient for such month. Payments of invoices shall be made by wire transfer of
immediately available United States funds to one or more accounts specified in
writing by Provider. Payment shall be made within 30 days after the date of
receipt of Provider’s invoice. All amounts payable to Provider hereunder shall
be paid without setoff, deduction, abatement or counterclaim. 

     

    3 

     

    

    
    


         2.4 Payment Delay. If Recipient fails to make any payment of a
material invoice within 60 days from the date such payment was due, Provider
shall have the right, at its sole option, upon 10 business days’ written notice
(a “Suspension Notice”), to suspend performance of the Services
until payment has been received.

     

         2.5 Finance Charges. With respect to the unpaid amount of any
invoice not paid in full within 30 days of receipt, a finance charge of 1% per
month, payable from the date of the invoice to the date payment is received,
shall be due and payable to Provider. In addition, Recipient shall indemnify
Provider for its costs, including reasonable attorneys’ fees and disbursements,
incurred to collect any unpaid amount. Recipient shall not be liable for the
payment of any finance charges pursuant to this Section 2.5, and Provider shall not be authorized to
suspend performance pursuant to Section 2.4, to the extent, but only to the extent, that
Recipient in good faith is in the process of disputing the fees or expenses to
which such finance charges or performance relates in accordance with
Section 13.2. 

     

    Article
3
Cooperation and Consents 

     

         3.1 General. Each Party shall reasonably cooperate with
and provide assistance to the other Party in carrying out the provisions of this
Services Agreement. Such cooperation shall include, but not be limited to,
exchanging information, providing electronic systems used in connection with the
Services, making adjustments and obtaining all consents, licenses, sublicenses
or approvals necessary to permit each party to perform its obligations
hereunder. 

     

         3.2 Transition. At the request of Recipient in contemplation
of the termination of any Services hereunder, in whole or in part, Provider
shall cooperate with Recipient, at Recipient’s expense, in transitioning such
Services to Recipient or any third-party service provider designated by
Recipient. 

     

         3.3 Consents. Provider will obtain any third-party
consents necessary to enable it to provide the Services as forth on Schedule 3.3 (the “Consents”), provided that Provider shall not be required to pay any
consideration or incur any liability therefor. If any such consent is not
obtained, the parties will reasonably cooperate with one another to achieve a
reasonable alternative arrangement with respect thereto. 

     

    Article
4
Confidentiality 

     

         4.1 Generally. In the course of the performance of the
Services, each Party may become aware of confidential and proprietary
information of the other Party (“Confidential Information”). All Confidential Information disclosed by
a Party during the term of this Services Agreement shall remain the property of
the disclosing Party and shall be used by the receiving Party only in accordance
with the provisions of this Services Agreement.

     

         4.2 Identification; Term. (a) Except in the case of (x) information
that is subject to the confidentiality provisions of Section 4.5 of the Master
Separation Agreement or (y) information exchanged in furtherance of the
performance of the Services hereunder that is of a type that is generally
regarded by the Parties to be confidential information (such as pricing, customer and production information), to which
this subsection (a) shall not apply, if disclosed in written form, Confidential
Information shall be identified as Confidential Information by an appropriate
legend. For a period of 5 years from the date of first receipt thereof, the
receiving Party shall (i) treat all such information in the same manner as it
treats its own confidential information, in any event exercising reasonable
precautions to prevent the disclosure of such information to others; (ii) use
such information only for the purposes set forth herein; and (iii) disclose such
information only to its employees who have a need to know such information in
the performance of their duties hereunder. 

     

    4 

     

    

    
    


         4.3 Exceptions. The obligations of confidential treatment
under this Article 4 shall not apply to any Confidential Information which (i)
is or becomes publicly known through no wrongful act, fault or negligence of the
receiving Party; (ii) was known by the receiving Party prior to disclosure or is
developed by the receiving Party independently of such disclosure; (iii) was
disclosed to the receiving Party by a third party who was not under any
obligation of confidentiality; (iv) is approved for release by written
authorization of the disclosing Party; or (v) is disclosed pursuant to a
requirement of law or by court order, provided that the receiving Party has
provided the disclosing Party with reasonable opportunity to prevent or limit
such legally required disclosure. 

     

         4.4 Injunctive Relief. Each Party acknowledges and agrees that it
would be difficult to measure the damages that might result from any actual or
threatened breach of this Article 4 and that such actual or threatened breach by
it may result in immediate, irreparable and continuing injury to the other Party
and that a remedy at law for any such actual or threatened breach may be
inadequate. Accordingly, the Parties agree that the non-breaching Party, in its
sole discretion and in addition to any other remedies it may have at law or in
equity, shall be entitled to seek temporary, preliminary and permanent
injunctive relief or other equitable relief, issued by a court of competent
jurisdiction, in case of any such actual or threatened breach (without the
necessity of actual injury being proved and with the necessity of posting bond).


     

    Article
5
Intellectual Property 

     

         5.1 Recipient Intellectual
Property. Except as
otherwise agreed by the Parties, all data, software, or other property or assets
owned or created by Recipient shall remain the sole and exclusive property and
responsibility of Recipient. Provider shall not acquire any rights in any such
data, software or other property or assets pursuant to this Services Agreement.


     

         5.2 Provider Intellectual
Property. Except as
otherwise agreed by the Parties, all data, software or other property or assets
which are owned by Provider, including without limitation derivative works
thereof and new data or software created by Provider at Provider’s expense
pursuant to the provision of Services and all intellectual property rights
therein (the “Provider Property”), shall be the sole and exclusive property
and responsibility of Provider. Recipient shall not acquire any rights in any
Provider Property pursuant to this Services Agreement. 

     

    5 

     

    

    
    


    Article
6
Remedies and Limitation of
Liability 

     

         6.1 In the event that any Service performed by
Provider hereunder is not performed in accordance with the provisions of
Article 1, Recipient’s sole remedy shall be, at the
election of Recipient either (i) to require Provider to re-perform such Service
in accordance with Article 1 without obligation on the part of Recipient
to make payment for such performance, (ii) to provide Recipient with a credit in
an equivalent amount towards the future purchase of Services, as contemplated by
this Services Agreement, or (iii) to require Provider to pay the cost of
replacing such Services with a third-party provider, and Provider shall not be
liable for any other loss or damage on account of the performance of any
Service. 

     

         6.2 IN NO EVENT SHALL EITHER PARTY 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, HOWEVER CAUSED AND ON ANY THEORY OF
LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS SERVICES
AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY
SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT
EITHER PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES WITH RESPECT TO THIRD PARTY CLAIMS, AS SET FORTH IN
ARTICLE 7.

     

         6.3 In no event, whether as a result of breach of
contract, indemnity, warranty, tort (including negligence), strict liability, or
otherwise, shall either Party’s liability to the other Party for any loss or
damage arising out of, or resulting from, this Services Agreement or the
furnishing of Services hereunder, in any month exceed three times the monthly
price of the specific Service which gives rise to the claim for such month.


     

    Article
7
Indemnification 

     

         7.1 General. Each Party shall indemnify and hold harmless
the other Party from all claims, liabilities, damages and expenses payable to
third parties arising out of or relating to (i) a breach of this Services
Agreement, (ii) gross negligence, or willful misconduct, or (iii) infringement
of third party intellectual property in the performance of any Service, in each
case, by the indemnifying Party, except to the extent, but only to the extent,
that any such claims, liabilities, damages or expenses are the result of a
breach of this Services Agreement, gross negligence or willful misconduct, or
infringement of third party intellectual property, on the part of the
indemnified Party. 

     

         7.2 Special Recipient Indemnity. Notwithstanding anything to the contrary
herein, Recipient shall indemnify and hold Provider harmless from and against
(i) any tax, penalty, interest, addition to tax, tax surcharge, or other charge
payable by Provider as a result of any sales, use or excise taxes levied or
based on amounts payable pursuant to this Services Agreement, including
privilege or excise taxes based on gross revenues under this Services Agreement
or taxes on the Services rendered to Recipient, provided that Recipient shall
not be responsible for any taxes levied
measured by or based upon the net income of Provider; (ii) claims, liabilities,
damages and expenses arising out of or relating to (a) the content of or defects
in any inventory, material or other property of the Recipient, or (b) the
performance of Services for or on behalf of Recipient hereunder, but only to the
extent such Services have been performed in compliance with this Services
Agreement or otherwise pursuant to the specific written instructions of
Recipient. 

     

    6 

     

    

    
    


         7.3 Indemnification Procedures. Indemnification of Third Party Claims (as
that term is defined in the Master Separation Agreement) shall be governed by
the definitions and procedures set forth in Section 5.6 of the Master Separation
Agreement. Indemnification for direct claims shall be governed by the procedures
set forth in Section 5.7 of the Master Separation Agreement. Payment shall be
made in accordance with the provision of Section 5.8 of the Master Separation
Agreement. For the avoidance of doubt, the provisions of Section 5.5 of the
Master Separation Agreement shall not be applicable to claims under this
Article 7. 

     

    Article
8
Excusable Delays 

     

         Neither Party shall be held liable for any delay or failure in
performance of any part of this Services Agreement by reason of any cause beyond
its reasonable control, including, but not limited to, acts of God, acts of
civil or military authority, government regulations, embargoes, epidemics, war,
terrorist acts, riots, fires, explosions, earthquakes, nuclear accidents,
floods, strikes, power blackouts affecting facilities, inability to secure
products or services of other persons or transportation facilities, or acts or
omissions of transportation common carriers, provided that the Party so affected
shall use reasonable commercial efforts to remove such causes of
non-performance. Upon the occurrence of any event of force majeure, the Party
whose performance is prevented shall promptly give written notice to the other
Party and the Parties shall promptly confer in good faith to agree upon
reasonable action to minimize the impact of such event on the Parties.


     

    Article
9
Independent Contractor 

     

         9.1 Relationship. In its performance of Services hereunder,
Provider is an independent contractor to Recipient and nothing in this Services
Agreement shall be deemed to make a Party a partner, principal, joint venturer,
or fiduciary of the other Party. Neither Provider nor any persons performing any
Service on Provider’s behalf shall be deemed to be employees, agents or legal
representatives of Recipient. Nothing in this Services Agreement shall confer
authority upon any Party to enter into any commitment or agreement binding upon
the other Party. 

     

         9.2 No Assumption of
Obligations. Nothing in
this Services Agreement shall be construed as an assumption by Provider of any
financial obligation of Recipient. 

     

         9.3 Compensation of Employees. Provider shall be responsible for payment of
compensation to its employees and shall be responsible for payment of all
federal, state and local taxes or
contributions imposed or required under unemployment insurance, social security
and income tax laws with respect to such persons. 

     

    7 

     

    

    
    


    Article
10
Compliance With Laws 

     

         In the performance of its duties and obligations under this Services
Agreement, each Party shall comply with all applicable laws. The Parties shall
cooperate fully in obtaining and maintaining in effect all permits and licenses
that may be required for the performance of the Services. 

     

    Article
11
Term and Termination 

     

         11.1 Term. The term of this Services Agreement shall
commence on the Effective Date and end on the eighteen (18) month anniversary of
the Distribution Date (as defined in the Master Separation Agreement), unless
terminated earlier in whole or in part as provided in Section 11.3. 

     

         11.2 [Intentionally omitted.] 

     

         11.3 Termination of this Services
Agreement. This Services
Agreement may be terminated: 

     

         (a) By written agreement of the Parties; 

     

         (b) By Provider in the event an unpaid invoice
resulting in delivery to Recipient of a Suspension Notice under Section 2.4 is not satisfied within sixty (60) days of
the date of delivery of such notice; 

     

         (c) By either Party upon a material breach (other
than non-payment of Services Fees or Expenses) by the other that is not cured
within thirty (30) days after written notice of such breach from the
non-breaching Party, except that where such breach is not capable of being cured
within 30 days, the breaching Party shall be accorded thirty (30) additional
days to cure such breach if it demonstrates that it is capable of curing such
breach within such additional period; 

     

         (d) Upon thirty (30) days’ advance written notice
by either Party to the other where one Party: (i) commences a voluntary case or
other proceeding seeking liquidation, reorganization, or similar relief or seeks
the appointment of a trustee, receiver, liquidator or other similar official of
it or the taking of possession by any such official in any involuntary case or
other proceeding commenced against it, or makes a general assignment for the
benefit of creditors, or fails generally to pay its debts as they become due; or
(ii) has an involuntary case or other proceeding commenced against it seeking
liquidation, reorganization or other relief with respect to it or substantially
all of its debts or seeks the appointment of a trustee, receiver, liquidator,
custodian or other similar official for such Party or any substantial part of
its property, and such involuntary case or other proceeding remains undismissed
for a period of sixty (60) days; or 

     

    8 

     

    

    
    


         (e) Except as may otherwise be set forth on
Schedule A, by Recipient upon not less than sixty (60) days’ advance written
notice, with respect to all or any part of any Service provided pursuant to this
Services Agreement; provided that neither this Services Agreement nor any
Service to performed by Provider hereunder may be terminated earlier than ninety
(90) days after the Distribution Date; and provided further that to the extent there are any break-up
costs (including commitments made to or in respect of personnel or third parties
due to the requirement to provide the Services and prepaid expenses related to
the Services, or costs related to terminating such commitments) incurred by
Provider as a result of such termination, Recipient shall be solely responsible
for such costs. This Section 11.3(e) shall not limit the application of
Section 1.3. 

     

         11.4 Effect. In the event of termination of this Services
Agreement in its entirety pursuant to this Article 11 or upon the expiration of the term (as the
same may be extended pursuant to Section 11.2), this Services Agreement shall cease to have
further force or effect and neither Party shall have any liability to the other
Party with respect to this Services Agreement, provided that: 

     

         (a) Termination or expiration of this Services
Agreement for any reason shall not release a Party from any liability or
obligation which already has accrued as of the effective date of such
termination or expiration, and shall not constitute a waiver or release of, or
otherwise be deemed to adversely affect, any rights, remedies or claims, which a
Party may have hereunder at law, equity or otherwise or which may arise out of
or in connection with such termination or expiration. 

     

         (b) As promptly as practicable following
termination of this Services Agreement in its entirety or with respect to any
Service to the extent applicable, and the payment by Recipient of all amounts
owing hereunder, Provider shall return all reasonably available material,
inventory and other property of Recipient held by Provider and shall deliver
copies of all of Recipient’s records maintained by Provider with regard to the
Services in Provider’s standard format and media. Provider shall deliver such
property and records to such location or locations as reasonably requested by
Recipient. Provider shall be responsible for the packing and preparation for
shipping of all such material, inventory and other property. Arrangements for
shipping, including the cost of freight and insurance, and the reasonable cost
of packing incurred by Provider shall be the responsibility of and shall be paid
by Recipient. 

     

         (c) Articles 4, 5, 6, 7, 10, 12, 13 and 14 and this Section 11.4 shall survive any termination or expiration
of this Services Agreement and remain in full force and effect. 

     

    Article
12
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 personally delivered, sent by a nationally recognized overnight courier,
transmitted by facsimile, or mailed by registered or certified mail (postage
prepaid, return receipt requested) to such Party at the relevant street address,
facsimile number or e-mail address set forth below (or at such other street
address, facsimile number or e-mail address as such Party may designate from
time to time by written notice in accordance with this provision): 

     

    9 

     

    

    
    


    If to Provider, to: 

     

    Vishay Intertechnology, Inc.
63 Lancaster Avenue
Malvern, PA
19355-2120
Attention: Dr. Lior
E. Yahalomi, Chief Financial Officer
Telephone: 610-644-1300
Facsimile:
610-889-2161 

     

    with a copy to: 

     

    Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the
Americas
New York, NY 10036
Attention: Abbe L. Dienstag,
Esq.
Telephone: 212-715-9100
Facsimile: 212-715-8000 

     

    If to Recipient, to: 

     

    Vishay Precision Group, Inc.
3 Great Valley Parkway
Malvern, PA
19355-1307
Attention: William
M. Clancy, Chief Financial Officer
Telephone: (484)-321-5300
Facsimile:
(484)-321-5300

    with a copy to: 

     

    Pepper Hamilton LLP
3000 Two Logan Square
Eighteenth and Arch
Streets
Philadelphia,
Pennsylvania 19103-2799
Attention: Barry Abelson, Esq.
Telephone:
215-981-4000
Facsimile: 215-981-4750 

     

         Any notice, demand or other communication hereunder shall be deemed given
upon the first to occur of: (i) the fifth (5th) day after deposit thereof, postage prepaid
and addressed correctly, in a receptacle under the control of the United States
Postal Service; (ii) transmittal by facsimile transmission to a receiver or
other device under the control of the party to whom notice is being given; or
(iii) actual delivery to or receipt by the party to whom notice is being given
or an employee or agent thereof. 

     

    Article
13
Governing Law and Dispute
Resolution 

     

         13.1 Governing Law. This Services Agreement and the legal
relations between the parties hereto 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. 

     

    10

     

    

    
    


         13.2 Dispute Resolution. The procedures for discussion and
negotiation set forth in this Section 13.2 shall apply to all disputes, controversies or
claims (whether arising in contract, tort or otherwise) (each, a “Dispute”) that may arise out of or relate to, or
arise under or in connection with this Services Agreement or the transactions
contemplated hereby.

     

         (a) It is the intent of the Parties to use their
respective reasonable best efforts to resolve expeditiously any Dispute between
them with respect to the matters covered hereby that may arise from time to time
on a mutually acceptable negotiated basis. In furtherance of the foregoing, if a
Dispute arises, the respective Party Representatives shall consider the Dispute
for up to seven (7) business days following receipt of a notice from either
Party specifying the nature of the Dispute, during which time the Party
Representatives shall meet in person at least once, and attempt to resolve the
Dispute.

     

         (b) If the Dispute is not resolved by the end of
the seven (7) day period referred to in Section 13.2(a), or if the Party Representatives agree that
the Dispute can not be resolved by them, either Party may deliver a notice (an
“Escalation Notice”) demanding an in-person meeting involving
appropriate representatives of the Parties at a senior level of management of
the Parties (or if the Parties agree, of the appropriate strategic business unit
or division within such entity) (collectively, “Senior Executives”). Thereupon, each of the Party
Representatives shall promptly prepare a memorandum stating (i) the issues in
Dispute and each Party’s position thereon, (ii) a summary of the evidence and
arguments supporting each Party’s positions (attaching all relevant documents),
(iii) a summary of the negotiations that have taken place to date, and (iv) the
name and title of the Senior Executive who shall represent each Party. The Party
Representatives shall each deliver such memorandum to its respective Senior
Executive promptly upon receipt of such memorandum from the other Party
Representative. The Senior Executives shall meet for negotiations (which may be
held telephonically) at a mutually agreed time and place within ten (10) days of
the Escalation Notice, and thereafter as often as the Senior Executives deem
reasonably necessary to resolve the Dispute. 

     

         (c) In the event that the Parties, after complying
with the provisions set forth in Sections 13.2(a) and 13.2(b), are unable to resolve a Dispute that arises
out of or relates to, arises under or in connection with this Services Agreement
or the transactions contemplated hereby, the Parties shall resolve such Dispute
in accordance with the provisions set forth in Article VIII of the Master Separation Agreement.


     

    11 

     

    

    
    


    Article
14
Miscellaneous 

     

         14.1 Amendment. No provisions of this Services Agreement
shall be amended, modified or supplemented by any Party, 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. 

     

         14.2 Waiver.

     

         (a) Any term or provision of this Services
Agreement may be waived, or the time for its performance may be extended, by the
Party or the Parties entitled to the benefit thereof. Any such waiver shall be
validly and sufficiently given for the purposes of this Services Agreement if,
as to any Party, it is in writing signed by an authorized representative of such
Party. 

     

         (b) Waiver by any Party of any default by the
other Party of any provision of this Services 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 Services Agreement or any Party
or prejudice the rights of the other Party thereafter to enforce each and ever
such provision. No failure or delay by any Party 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. 

     

         14.3 Assignability. This Services Agreement shall be binding
upon and inure to the benefit of the Parties, and their respective successors
and permitted assigns; provided, however, that no Party may assign, delegate or
transfer (by merger, operation of law or otherwise) its respective rights or
delegate its respective obligations under this Services Agreement without the
express prior written consent of the other Party. Notwithstanding the foregoing,
either Party may assign its rights and obligations under this Services Agreement
to any Wholly-owned Subsidiary; provided, however, that each Party shall at all times remain
liable for the performance of its obligations under this Services Agreement by
any such Wholly-owned Subsidiary. Any attempted assignment or delegation in
violation of this Section 14.3 shall be void. For purposes of this Services
Agreement, “Wholly-owned Subsidiary” of a Party means a Subsidiary of that Party
substantially all of whose voting securities and outstanding equity interest are
owned either directly or indirectly by such Party or one or more of its
Subsidiaries or by such Party and one or more of its Subsidiaries. 

     

         14.4 No Subcontracting. Unless otherwise agreed by Recipient, which
agreement shall not unreasonably be withheld, and except as provided in
Section 1.4, Provider may not subcontract the
performances of any Services hereunder. 

     

         14.5 Third Parties. Except for the indemnification rights under
this Services Agreement of any Party in their respective capacities as such: (i)
the provisions of this Services Agreement are solely for the benefit of the
Parties and their respective successors and permitted assigns, and are not
intended to confer upon any person, except the Parties and their respective
successors and permitted assigns, any rights or remedies hereunder; (ii) there
are no third party beneficiaries of this Services Agreement; and (iii) this
Services Agreement shall not provide any third party with any remedy, claim, liability, reimbursement, claim of
action or other right in excess of those existing without reference to this
Services Agreement. 

     

    12 

     

    

    
    


         14.6 Severability. If any provision of this Services Agreement
or the application thereof to any person or circumstance is determined by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remaining provisions hereof, or the application of such provision to persons or
circumstances or in jurisdictions other than those as to which it has been held
invalid or unenforceable, 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 is not affected in any
manner adverse to any Party. Upon such determination, the Parties shall
negotiate in good faith in an effort to agree upon such a suitable and equitable
provision to effect the original intent of the Parties. 

     

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

     

         14.8 Counterparts. This Services Agreement may be executed in
one or more counterparts, each of which when so executed and delivered or
transmitted by facsimile, e-mail or other electronic means, shall be deemed to
be an original and all of which taken together shall constitute but one and the
same instrument. A facsimile or electronic signature is deemed an original
signature for all purposes under this Services Agreement. 

     

         14.9 DISCLAIMER OF REPRESENTATIONS AND
WARRANTIES. EXCEPT FOR THE
REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY MADE IN THIS SERVICES
AGREEMENT, PROVIDER HAS NOT MADE AND DOES NOT HEREBY MAKE ANY EXPRESS OR IMPLIED
REPRESENTATIONS, WARRANTIES OR COVENANTS, STATUTORY OR OTHERWISE, OF ANY NATURE,
INCLUDING WITH RESPECT TO THE WARRANTIES OF MERCHANTABILITY, QUALITY, QUANTITY,
SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THE RESULTS OBTAINED OF THE
CONTINUING BUSINESS. ALL OTHER REPRESENTATIONS, WARRANTIES, AND COVENANTS,
EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING
WITH RESPECT TO THE WARRANTIES OF MERCHANTABILITY, QUALITY, QUANTITY,
SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THE RESULTS OBTAINED OF THE
CONTINUING BUSINESS ARE HEREBY DISCLAIMED BY PROVIDER. 

     

         14.10 Remedies. The rights and remedies provided herein
shall be cumulative and not exclusive of any rights or remedies provided by law.


     

         14.11 Specific Performance. The Parties agree that the remedy at law for
any breach of this Services Agreement may be inadequate, and that, as between
Provider and Recipient, any Party by whom this Services Agreement is enforceable
shall be entitled to specific performance in addition to any other appropriate
relief or remedy. Such Party may, in its sole discretion, 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 Services
Agreement as between Provider and Recipient, or prevent any violation hereof,
and, to the extent permitted by applicable law, as between Provider and Recipient, each Party waives any
objection to the imposition of such relief. 

     

    13 

     

    

    
    


         14.12 Consent to Jurisdiction. Subject to the provisions of Section 13.2, each of the Parties irrevocably submits to
the jurisdiction of the federal and state courts located in Philadelphia,
Pennsylvania and the City of New York, Borough of Manhattan 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 14.11 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 Article 12 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 14.12. Each of the Parties irrevocably waives any
objection to venue in the federal and state courts located in Philadelphia,
Pennsylvania and the City of New York, Borough of Manhattan of any action, suit
or proceeding arising out of this Services Agreement or the transactions
contemplated hereby for which it has submitted to jurisdiction pursuant to this
Section 14.12, and waives any claim that any such action,
suit or proceeding brought in any such court has been brought in an inconvenient
forum. 

     

         14.13 Waiver of jury trial. Subject to Section 13.2 and Section 14.11,
each of the Parties hereby waives to the fullest extent permitted by applicable
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. Each of the Parties hereby (a) certifies that no representative,
agent or attorney of any other Party has represented, expressly or otherwise,
that such other Party would not, in the event of litigation, seek to enforce the
foregoing waiver and (b) acknowledges that it has been induced to enter into
this agreement and the transactions contemplated by this agreement, as
applicable, by, among other things, the mutual waivers and certifications in
this Section 14.13. 

     

         14.14 Nonrecurring Costs and
Expenses. Notwithstanding
anything herein to the contrary, any nonrecurring costs and expenses incurred by
the Parties to effect the transactions contemplated hereby which are not
allocated pursuant to the terms of this Agreement shall be the responsibility of
the Party which incurs such costs and expenses. 

     

         14.15 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.


     

         14.16 Construction. Any uncertainty or ambiguity with respect to
any provision of this Agreement shall not be construed for or against any party
based on attribution of drafting by either party. The headings contained herein
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. In this Agreement, unless a clear contrary
intention appears: 

     

    14 

     

    

    
    


         (a) the singular number includes the plural number and vice versa;


     

         (b) reference to any Person includes such Person’s
successors and assigns but, if applicable, only if such successors and assigns
are not prohibited by this Agreement, and reference to a Person in a particular
capacity excludes such Person in any other capacity or individually;


     

         (c) reference to any gender includes each other gender; 

     

         (d) reference to any agreement, document or
instrument means such agreement, document or instrument as amended, modified,
supplemented or restated, and in effect from time to time in accordance with the
terms thereof subject to compliance with the requirements set forth herein;


     

         (e) reference to any applicable law means such
applicable law as amended, modified, codified, replaced or reenacted, in whole
or in part, and in effect from time to time, including rules and regulations
promulgated thereunder, and reference to any section or other provision of any
applicable law means that provision of such applicable law from time to time in
effect and constituting the substantive amendment, modification, codification,
replacement or reenactment of such section or other provision; 

     

         (f) “herein,” “hereby,” “hereunder,” “hereof,”
“hereto” and words of similar import shall be deemed references to this
Agreement as a whole and not to any particular article, section or other
provision hereof; 

     

         (g) “including” (and with correlative meaning
“include”) means including without limiting the generality of any description
preceding such term; 

     

         (h) the Table of Contents and headings are for
convenience of reference only and shall not affect the construction or
interpretation hereof or thereof; 

     

         (i) with respect to the determination of any
period of time, “from” means “from and including” and “to” means “to but
excluding;” and 

     

         (j) references to documents, instruments or
agreements shall be deemed to refer as well to all addenda, exhibits, schedules
or amendments thereto. 

     

         14.17 Entire Agreement. This Services 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. No agreements or understandings exist between
the Parties other than those set forth or referred to herein. 

     

    {Signatures appear on
the following page}

     

    15 

     

    

    
    


         IN WITNESS WHEREOF, the Parties hereto have caused this Amended and
Restated Transition Services Agreement to be executed by their duly authorized
officers or representatives as of the date first written above. 

     

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