exhibit10-3.htm


    FORM OF TRADEMARK LICENSE
AGREEMENT 

     

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

     

    RECITALS 

     

         WHEREAS, Vishay owns all right, title and interest in and to the name and
mark 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 the VPG Products and Services (as hereinafter
defined); 

     

         WHEREAS, Vishay 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: 

     

    LICENSE OF RIGHTS 

     

         Section 1.1
Rights Licensed. Subject to the terms of this Agreement,
Vishay 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 listed on Schedule A (the “Licensed Marks”) incorporating the VISHAY name in connection
with the design, development, manufacture, marketing, provision and performance
of products and services of VPG, including, without limitation, those listed on
Schedule B (the “VPG Products” and the “VPG Services” and, together the “VPG Products and Services”).

     

         Section 1.2
Term and Territory. The license 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”).

     

         Section 1.3
VPG Corporate Name. During the Term and for 24 months
thereafter, VPG shall be permitted to use the corporate name “Vishay Precision
Group, Inc.” in association with its business. In the event the Term terminates,
VPG agrees that within 24 months thereafter, VPG will change its corporate name
so as not to include the name VISHAY. For the avoidance of doubt, this Agreement
shall not restrict VPG from using the acronym “VPG” in its corporate name or in
any mark or logo so long as such mark or logo does not contain the name VISHAY
(except as otherwise permitted pursuant hereto). 

     

    1 

     

    

    
    


         Section 1.4 Document and Part Numbers. 

     

              Except as provided in this Section, VPG shall
not use document numbers in the range of 10,000 to 99,000 on data sheets,
package drawings, instructions or other materials posted to the internet if a
Licensed Mark appears anywhere in the materials and/or such materials would be
accessible through an internet search using the Licensed Marks as search terms
(“Internet Accessible
Materials”).
Notwithstanding the foregoing, for a period of eighteen (18) months following
the execution date of this Agreement, VPG shall be permitted to use document
numbers in the ranges 10300 thru 12999, 14000 thru 14999 and 63000 thru 63999 on
Internet Accessible Materials. During such period, such document numbers shall
be considered Licensed Marks for purposes of this Agreement.

     

              VPG shall not use SKU numbers, part numbers,
or any other number and/or letter sequence printed on or identified with any
part (each a “Part Number”) designed, developed, manufactured, marketed
or provided by Vishay, or any number and/or letter sequence likely to cause
confusion with any Part Number used by Vishay. If VPG proposes to use any Part
Number that is not on Schedule C, prior to such use, VPG shall notify Vishay
in advance in writing. If Vishay does not object in writing within ten (10)
business days after receipt of such notice, Vishay shall be deemed to have
approved the use of such Part Number by VPG. If Vishay shall object to the use
of a Part Number 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. 

     

         Section 1.5
VPG Acknowledgement. VPG acknowledges and agrees that: (i) Vishay
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 Vishay; 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 1.6
Absence of Vishay
Representations. VPG
agrees and acknowledges that Vishay makes no representation or warranty with
respect to: (i) Vishay’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 1.7
Restriction on Vishay. During the Term, Vishay shall not, directly
or indirectly, under any of the Licensed Marks, or under any mark containing the
word PRECISION immediately following the name VISHAY, design, develop,
manufacture, market, provide or perform any goods or services; provided that
nothing shall preclude Vishay from identifying any of its goods and services
with the corporate name Vishay Intertechnology, Inc.

     

    2 

     

    

    
    


    STANDARDS AND COMPLIANCE 

     

         Section 1.8
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”). 

     

         Section 1.9 Compliance Procedures.

     

              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.

     

              Vishay, 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 Vishay, any VPG Products and Services or Promotional Materials do
not conform to the Standards or are not otherwise in accord with this Agreement,
Vishay 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.

     

    ADDITIONAL MARKS; REGISTRATION OF MARKS;
ENFORCEMENT 

     

         Section 1.10
Additional Licensed Marks. If VPG proposes to use any mark containing
VISHAY that is not on Schedule A, prior to such use, VPG shall notify Vishay in
advance in writing, unless the word PRECISION immediately follows the name
VISHAY in such mark (with the word PRECISION having no less prominence in such
mark than the name VISHAY) and such mark does not include the word
INTERTECHNOLOGY. If Vishay does not object in writing within thirty (30)
business days after receipt of such notice, Vishay shall be deemed to have
approved the use of such mark, such mark shall be deemed to be a Licensed Mark
and such mark shall be added to Schedule A. If Vishay shall timely object to the use of
any such 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 in which the name VISHAY is immediately followed by the word
PRECISION (so long as the word PRECISION has no less prominence in such mark
than the name VISHAY and such mark does not contain the word INTERTECHNOLOGY),
without the need to seek consent to such use by Vishay, and upon notification by
VPG to Vishay of any such use, such mark shall be added to Schedule A.

     

         Section 1.11
Registration of Licensed
Marks. At VPG’s reasonable
request and expense, Vishay 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 Vishay in connection with the forgoing. VPG shall not seek to
register any of the Licensed Marks or any similar marks, unless authorized by
Vishay in writing, and such registration shall be held by VPG on behalf of
Vishay.

     

    3 

     

    

    
    


         Section 1.12
Domain Names. Vishay hereby licenses to, and approves of
the use by VPG of the internet domain names containing the VISHAY name listed on
Schedule D (“Licensed Domain Names”). VPG agrees that, in securing the
registration of such domain names, it has acted as agent of Vishay. If VPG
proposes to secure the registration of any additional domain name containing the
name VISHAY, it shall notify Vishay in advance in writing, unless the word
PRECISION immediately follows the name VISHAY in such domain name and such
domain name does not include the word INTERTECHNOLOGY. If Vishay does not object
in writing within thirty (30) business days after receipt of such notice, Vishay
shall be deemed to have approved VPG’s registration of such domain name, such
domain name shall be deemed to be a Licensed Domain Name and such domain name
shall be added to Schedule C. If Vishay shall timely object to the
registration of any such 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 Vishay, under
no circumstances shall VPG transfer or assign the registration of any Licensed
Domain Name to any person other than a wholly-owned subsidiary 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. 

     

         Section 1.13
Display of Marks. The parties agree that it is in their mutual
best interest that, and shall cooperate so that, the Licensed Marks shall appear
distinctive from marks utilized by Vishay. Any dispute with respect to the
appearance of a Licensed Mark or a Vishay mark shall be resolved in accordance
with the resolution procedures referred to in Section 5.16.

     

         Section 1.14
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 1.15
Use of Vishay Precision. Without limiting any other provision of this
Agreement, except as set forth on Schedule A or as otherwise permitted in accordance with
Section 3.1, VPG shall not use the name VISHAY 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 Vishay as the owner of the VISHAY mark under this Agreement or
applicable law, unless the name VISHAY is immediately followed by the word
PRECISION. Without limitation, the foregoing 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. 

     

         Section 1.16
Enforcement. (a) VPG shall, at its own reasonable
expense, cooperate fully and promptly with Vishay in the protection of Vishay’s
rights in the Licensed Marks, in such manner and to such extent as Vishay may
reasonably request.

     

              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”). Vishay may take such action as it, in
its sole discretion, deems necessary or
advisable to stop any Infringement. VPG may request in writing that Vishay
institute an action to stop an Infringement. If Vishay 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 Vishay 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. 

     

    4 

     

    

    
    


              Any monetary recovery or sums obtained in
settlement of any action to stop an Infringement shall be allocated between
Vishay 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 .

     

    TERMINATION 

     

         Section 1.17
Termination by Vishay. (a) This Agreement may be terminated by
Vishay if: 

     

              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, Vishay has given written notice of
such breach to VPG, and such breach has not been cured, or VPG 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 

     

              subject to and except as otherwise provided in
Section 5.5, VPG shall, without the written consent of
Vishay, 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.

     

              To effect the termination of this Agreement,
Vishay 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 Vishay 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 Vishay, and within such fifteen (15) day
period provides notice thereof to Vishay 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 Vishay is entitled to terminate this
Agreement or (ii) the parties shall otherwise agree.

     

    5

     

    

    
    


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

     

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

     

         Section 1.18
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 Vishay’s discretion, be abandoned or transferred to
Vishay. 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 1.19
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 1.5 (“VPG Acknowledgment”); Section 1.6 (“Absence of Vishay
Representations”); Section 4.1(d) (“Termination by Vishay”); Section 4.2 (“Termination of Rights”); this Section 4.3 (“Survival”); and Article 5 (“Miscellaneous”). 

     

    MISCELLANEOUS 

     

         Section 1.20
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 Vishay:	      	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


    

     

    6

     

    

    
    

     

    
    


    
      	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, Chief Financial	
            	Philadelphia, PA 19103-2799
	Officer	
            	Attn: Barry Abelson, Esq.
	Facsimile: (484)-321-5300	
            	Facsimile: (215) 981-4750
	Confirm: (484)-321-5300	
            	Confirm: (215) 981-4000


    


         Section 1.21
Further Assurances. In addition to the actions specifically
provided for elsewhere in this Agreement, Vishay 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 1.22
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 1.23
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. 

     

         Section 1.24 Assignment and Sublicense.

     

              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.

     

              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 Vishay 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 any of VPG’s rights, benefits, powers, duties responsibilities or obligations under this
Agreement: (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.

     

    7 

     

    

    
    


              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.

     

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

     

         Section 1.25
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.


     

         Section 1.26
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 1.27
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 1.28
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 Vishay 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.

     

    8 

     

    

    
    


         Section 1.29
LIMITATION OF LIABILITY. IN NO EVENT SHALL VISHAY 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 1.30
Confidential Information. Vishay 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. 

     

         Section 1.31
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 1.32
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 1.33
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 1.34
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. 

     

    9 

     

    

    
    


         Section 1.35
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 1.36
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 1.37
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.

     

         Section 1.38
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 1.39
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] 

     

    10 

     

    

    
    


              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:	 	
            


    

     

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