Exhibit 10.1

    AMENDED AND RESTATED

    MEASUREMENT SPECIALTIES,
INC.

    2010 EQUITY INCENTIVE
PLAN

    


    
      Section 1.
Purpose

    

     

    The purpose of the Measurement
Specialties, Inc. 2010 Equity Incentive Plan (the “Plan”) is
to enable Measurement Specialties, Inc. (the “Company”) to attract, retain,
motivate and provide additional incentives to certain directors, officers,
employees, consultants and advisors, whose contributions are essential to the
growth and success of the Company, by enabling them to participate in the
long-term growth of the Company through stock ownership.

     

    
      Section 2.
Definitions

    

     

    As used in the Plan:

    


    “Award” means a grant of an Option or
Restricted Stock Units under the terms of this Plan.

    


    “Award Agreement” means the agreement
between the Company and a Participant pursuant to which an Award is granted, and
which specifies the terms and conditions of the Award.

     

    “Board” means the Board of Directors of
the Company.

     

    “Cause” means the termination of a
Participant’s employment, consulting or advisory relationship with the Company
or the termination of a Participant’s membership on the Board because of the
occurrence of any of the following events, as determined by the
Board:

     

    (i) the Participant materially
breaches or fails to perform any of his obligations as an employee or director
of the Company;

     

    (ii) the Participant conducts his
duties with respect to the Company in a manner that is improper or negligent;
or

     

    (iii) the Participant fails to
perform his obligations faithfully as provided in any employment agreement
executed between the Company and the Participant or is otherwise terminated for
“cause” as “cause” may be defined in such agreement, engages in habitual
drunkenness, drug abuse, or commits a felony, fraud or willful misconduct which
has resulted, or is likely to result, in material damage to the Company, or as
the Board in its sole discretion may determine.

    


    
      “Change
in Control” means any of the following events:

    

     

    (i) a
change during any 12-month period in the ownership of the capital stock of the
Company, whereby a corporation, partnership, other entity, person, or group
acting in concert, as described in Section 14(d)(2) of the Exchange Act holds or
acquires, directly or indirectly, beneficial ownership (within the meaning of
Rule 13d-3 under the Exchange Act) of a number of shares of capital stock of the
Company, as the case may be, which constitutes more than fifty percent (50%) of
the combined voting power of the Company’s then outstanding capital stock
entitled to vote generally in the election of directors (the “Company Voting
Stock”); or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii) the
consummation of any merger, consolidation, share exchange, business combination
or reorganization plan involving the Company if immediately after such
transaction persons who hold a majority of the outstanding voting securities
entitled to vote generally in the election of directors of the surviving entity
(or the entity owning 100% of such surviving entity) are not the persons who
immediately prior to such transaction held the Company Voting Stock, or the
sale, lease, transfer, conveyance or other disposition, in one or a series of
related transactions, of more than 50% of the combined assets of the Company to
any corporation, partnership, other entity, person, or group acting in concert,
as described in Section 14(d)(2) of the Exchange Act, other than to a
wholly-owned subsidiary of the Company or to any “affiliate” (as defined in Rule
12b-2 under the Exchange Act) of any of the foregoing;

     

    provided,
that the following events shall not constitute a Change in Control:

     

    (i)           the
acquisition of shares of capital stock of the Company by the Company or any of
their subsidiaries or “affiliates” (as defined in Rule 12b-2 under the Exchange
Act);

     

    (ii)          the
acquisition of shares of capital stock of the Company by any employee benefit
plan (or trust) sponsored or maintained by the Company;

     

    (iii)         any
transfer of shares of capital stock by gift, devise or descent by a stockholder
to a member of such stockholder’s family or to a trust established or maintained
for the benefit of a stockholder or any member of his family; or

     

    (iv)         the
acquisition of shares of capital stock by any officer or employee of the Company
pursuant to any stock option plan established by the Company.

     

     “Code” means the Internal Revenue
Code of 1986, as amended, and the rules and regulations promulgated
thereunder.

     

    “Committee” means the Compensation
Committee of the Board (or any successor committee of the Board) or such other
committee that is responsible for making recommendations to the Board (or for
exercising authority delegated to it by the Board pursuant to Section 3 of the
Plan, if any) with respect to the grant and terms of Awards under the Plan;
provided, however, that (i) with respect to Awards to any employees who are
officers of the Company or members of the Board for purposes of Section 16 of
the Exchange Act, Committee means all of the members of the Compensation
Committee who are “non-employee directors” within the meaning of Rule 16b-3
adopted under the Exchange Act, or any successor rule, (ii) with respect to
Awards to any employees who are officers of the Company or members of the Board
for purposes of Section 16 and who are intended to satisfy the requirements
for “performance based compensation” within the meaning of
Section 162(m)(4)(C) of the Code, the regulations promulgated thereunder,
and any successors thereto, Committee means all of the members of the
Compensation Committee who are “outside directors” within the meaning of
Section 162(m) of the Code, and (iii) with respect to all Awards, the
Committee shall be comprised of “independent” directors to the extent required
by the listing requirements or rules of any stock exchange or quotation system
on which the Common Stock may be listed or quoted.

     

    
      
        
        

      

      
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    “Company” means Measurement Specialties,
Inc., a New Jersey corporation, and any present or future parent or subsidiary
corporations (as defined in Section 424 of the Code) or any successor to such
corporations.  “Company” shall be limited
to Measurement Specialties, Inc. for purposes of the definition of “Change in
Control.”

     

    “Common Stock” or “Stock” means the
common stock, no par value per share, of the Company.

     

    “Disability” means permanent and total
disability as defined in Section 22(e)(3) of the Code or, in the case of any
employee with a written employment agreement, “Disability” shall have the
meaning ascribed to such term, if so defined in such written employment
agreement.

     

    “Exchange Act” means the Securities
Exchange Act of 1934, as amended.

     

    “Fair Market Value”, with respect to
Common Stock, shall be determined as follows:

     

    (i) If the Common Stock is at the
time listed on any stock exchange or quotation system, the Fair Market Value
shall be the closing selling price per share of Common Stock on the date in
question on the stock exchange or determined by the Board to be the primary
market for the Common Stock, as such price is officially reported on such
exchange or system. If there is no closing selling price for the Common Stock on
the date in question, then the Fair Market Value shall be the closing selling
price on the last preceding date for which such quotation
exists.

     

    (ii) If the Common Stock is at the
time traded on the Nasdaq Global Market, then the Fair Market Value shall be the
closing selling price per share of Common Stock on the date in question as such
price is quoted on the Nasdaq Global Market or successor system. If there is no
closing selling price for the Common Stock on the date in question, then the
Fair Market Value shall be the closing selling price on the last preceding date
for which such quotation exists.

     

    (iii) If the Common Stock is not
listed or traded on any stock exchange, quotation system or the Nasdaq System,
the Fair Market Value shall be determined using a reasonable valuation method
consistent with the final regulations issued under Section 409A of the
Code.

     

    
      
        
        

      

      
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    “Incentive Stock Option” means an option
to purchase shares of Common Stock awarded to a Participant under the Plan which
is designated as such or is otherwise intended to meet the requirements of
Section 422 of the Code or any successor provision.

     

    “Non-Employee Director” means a member
of the Board who is not an employee of the Company.

     

    “Non-Qualified Stock Option” means an
option to purchase shares of Common Stock granted to a Participant under the
Plan which is designated as such or is otherwise not intended to be an Incentive
Stock Option.

      

    “Option” means an Incentive Stock Option
or a Non-Qualified Stock Option.

     

    “Participant” means an eligible person
selected by the Board to receive an Award under the Plan.

     

    “Plan” means the Measurement
Specialties, Inc. 2010 Equity Incentive
Plan.

    


    “Restricted Stock Units” means an Award
granted hereunder and stated with reference to a specified number of shares of
Common Stock, which entitles the Participant to receive shares of Common Stock
or cash (as determined by the Board), upon the lapse of a Restriction Period
and/or subject to such other conditions and criteria (including the attainment
of Performance Goals) as the Board may determine at the time of the grant of the
Award.

    


    “Restriction Period” means the period
during which an Award is subject to forfeiture.  A Restriction Period
shall not lapse until all conditions imposed under the particular Award
Agreement, and/or this Plan, have been fully satisfied.

     

    “Retirement” means termination of
employment in accordance with the retirement provisions of any retirement plan
maintained by the Company.

     

    
      Section 3.
Administration

    

    


    (a) The Plan shall be administered
by the Board. Among other things, the Board shall have authority, subject to the
terms of the Plan including, without limitation, the provisions governing
participation in the Plan, to grant Awards, to determine the individuals to whom
and the time or times at which Awards may be granted and to determine the terms
and conditions of any Award granted hereunder. Subject to paragraph (d) of this
Section 3, the Board may solicit the recommendations of the Committee with
respect to any of the foregoing, but shall not be bound to follow any such
recommendations.

     

    (b) Subject to the provisions of
this Plan, the Board shall have authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the operation of the
Plan as it shall from time to time consider advisable, to interpret the
provisions of the Plan and any Award and to decide all disputes arising in
connection with the Plan. The Board’s decisions and interpretations shall be
final and binding. Any action of the Board with respect to the administration of
the Plan shall be taken pursuant to a majority vote or by the unanimous written
consent of its members.

     

    
      
        
        

      

      
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    (c) The Board may employ such legal
counsel, consultants and agents as it may deem desirable for the administration
of the Plan, and may rely upon any opinion received from any such counsel or
consultant and any computation received from any such consultant or agent. The
Board shall keep minutes of its actions under the Plan.

    


    (d) The Board may condition the
payment of any Award or the lapse of any Restriction Period (or any combination
thereof) upon the achievement of a Performance Goal (defined below) that is
established by the Board.  A “Performance Goal” shall mean an
objective goal that must be met by the end of the Restriction Period specified
by the Board based upon one or more of the following as applied to the Company,
a subsidiary, an affiliate or a business unit thereof: (i) total
stockholder return, (ii) total stockholder return as compared to total
return of a publicly available index, (iii) net income, (iv) pretax
earnings, (v) funds from operations, (vi) earnings before interest
expense, taxes, depreciation and amortization, (vii) operating margin,
(viii) earnings per share, (ix) return on equity, capital, assets and/or
investment, (x) operating earnings, (xi) working capital,
(xii) ratio of debt to stockholders equity, (xiii) expense reduction
or containment, (xiv) revenue, or (xv) such other criteria as may be
determined by the Board in its sole discretion.  In addition to the
foregoing, a Performance Goal may be the Participant’s achievement of a
specified period of service with the Company, its subsidiaries, or its
affiliates.  The Board shall have discretion to determine the specific
targets with respect to each of these categories of Performance
Goals.  Before paying an Award or permitting the lapse of any
Restriction Period on an Award subject to this Section, the Board shall certify
in writing that the applicable Performance Goal has been
satisfied.  Performance Goals for Awards to officers who are subject
to the requirements and limitations of Section 162(m) of the Code, shall be
established not later than ninety (90) days after the beginning of the
applicable performance period (or at such other date as may be required or
permitted for “performance-based” compensation under Section 162(m) of the
Code), and shall otherwise meet the requirements of said Code section, including
the requirement that the outcome of the Performance Goal be substantially
uncertain at the time established.

     

                           (e) Subject to any limitations specified
in this Plan and to applicable legal requirements the Board shall have the
authority to delegate all or any portion of the authority granted to it under
this Section 3 or elsewhere under the Plan to the Committee or the Chief
Executive Officer of the Company.  If such authority is so delegated
by Board, the Committee or the Chief Executive Officer, as the case may be,
shall have such rights and authority to make determinations and administer the
Plan as are specified in the delegation of authority. To the extent that the
Board delegates its authority as provided by this Section 3(e), all
references in the Plan to the Board’s authority to grant Awards and make
determinations with respect thereto shall be deemed to include the Committee or
the Chief Executive Officer, as the case may be.

    


    (f)  For purposes of
accommodating or addressing the rules, laws, or regulatory
requirements of
local or foreign
jurisdictions or qualifying for preferred tax treatment
in such
jurisdictions , the Committee is authorized
to establish additional terms, conditions
rules or procedures or to establish, amend, modify, administer or terminate
sub-plans, and prescribe,
amend and rescind rules and regulations relating to such sub-plans.

     

    
      
        
        

      

      
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      Section 4.
Eligibility

    

     

    All employees, consultants and advisors
of the Company who are from time to time responsible for the management, growth
and protection of the business of the Company, and all directors of the Company,
shall be eligible to participate in the Plan. The Participants under the Plan
shall be selected from time to time by the Board, in its sole discretion, from
among those eligible, and the Board shall determine in its sole discretion the
numbers of shares to be covered by the Award or Awards granted to each
Participant. Options intended to qualify as Incentive Stock Options shall be
granted only to key employees while actually employed by the Company.
Non-Employee Directors, consultants and advisors shall not be entitled to
receive Incentive Stock Options under the Plan.

      

    
      Section 5. Shares of Stock Available for
Awards

    

     

    (a)  Subject to adjustment as
provided in paragraph (e) below, the total number of shares of Common Stock
available for Awards under
the Plan shall be 1,600,000; provided that, of such aggregate
number of shares, the number of shares of Common Stock available for Awards of
Restricted Stock Units
shall be limited to 500,000.

    


    (b)  The following limits
(each an “Annual Award Limit”, and collectively, “Annual Award Limits”) shall,
subject to adjustment as provided in paragraph (e) below, apply to grants of
Awards under this Plan:

    


    (i)           Options:  The maximum
aggregate number of shares of Common Stock subject to Options which may be granted in any one year to any one Participant shall be
150,000.

    


    (ii)          Restricted Stock Units:  The
maximum aggregate number of shares of Common Stock subject to Awards of
Restricted Stock Units which may be granted in any one year to any one Participant shall be the
Fair Market Value (determined on the date of grant) of 75,000 shares of Common
Stock.

    


    (c)  Any shares issued by the
Company through the assumption or substitution of outstanding grants from an
acquired company shall not reduce the shares available for Awards under this
Plan.  Any shares issued hereunder may consist, in whole or in part,
of authorized and unissued shares or treasury shares.  If any shares
subject to any Award granted hereunder are forfeited or such Award otherwise
terminates or is forfeited, the shares subject to such Award, to the extent of
any such forfeiture or termination, shall again be available for Awards under
this Plan.

    


    (d)  No Option shall be
exercisable, no shares of Common Stock shall be issued, no certificates for
shares of Common Stock shall be delivered and no payment shall be made under the
Plan, except in compliance with all applicable laws.  In this
connection, it is intended generally that Awards granted under this Plan shall
not constitute “non-qualified deferred compensation” as defined under Section
409A of the Code.  If, however, any Award is, or becomes, subject to
any of the requirements of Section 409A of the Code, such Award, and the
applicable Award Agreement, shall be interpreted and administered to be
consistent with such requirements, and the Board shall be entitled, on a
unilateral basis, to amend, reform, interpret and administer this Plan, such
Award and such Award Agreement accordingly.

     

    
      
        
        

      

      
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    (e) In the event that the Board
determines that any stock dividend, extraordinary cash dividend,
creation of a class of equity securities, recapitalization, reclassification,
reorganization, merger, consolidation, stock split, spin-off, combination,
exchange of shares, warrants or rights offering to purchase Common Stock at a
price substantially below Fair Market Value, or other similar transaction
affects the Common Stock such that an adjustment is required in order to
preserve the benefits or potential benefits intended to be granted under the
Plan to Participants, the Board shall have the right to adjust
equitably any or all of (i) the number of shares of Common Stock in respect of
which Awards may be granted
under the Plan to Participants, (ii) the number and kind of shares subject to
outstanding Awards held by Participants, (iii) the exercise price with respect
to any Awards held by Participants, (iv) the Annual Award Limits, (v) the amount
and/or type of payment to be received under Awards, and, if considered
appropriate, the Board may make provision for a cash payment with respect to any
outstanding Awards held by a Participant, provided that the number of shares
subject to any Award shall always be a whole number.

    


    (f) In furtherance of the terms and
conditions of this Plan and for purposes of clarity, the following terms and
conditions shall apply to
this Plan:  (i) shares of Common Stock that are tendered by a
Participant to
pay the exercise price of
an Award made under this
Plan shall not be available for future grant under this
Plan;  (ii) shares of Common Stock underlying
Awards made pursuant to
this Plan that are withheld by the Company for tax considerations in relation to an Award
shall not be available for
future grant under this
Plan; and (iii) this Plan
does not permit the Company to use the cash proceeds from the exercise of
Options to repurchase
shares of Common Stock on
the open market for reuse in this Plan.

     

    
      Section 6. Incentive Stock
Options

    

     

    (a) Subject to Federal statutes
then applicable and the provisions of the Plan, the Board may grant Incentive
Stock Options and determine the number of shares to be covered by each such
Award, the option price therefor, the term of such Award, the vesting schedule
of such Award, and the other conditions and limitations applicable to the
exercise of the Award. The terms and conditions of Incentive Stock Options shall
be subject to and shall comply with Section 422 of the Code, or any successor
provision, and any regulations thereunder. Anything in the Plan to the contrary
notwithstanding, no term of the Plan relating to Incentive Stock Options shall
be interpreted, amended or altered, nor shall any discretion or authority
granted to the Board under the Plan be so exercised, so as to disqualify,
without the consent of the Participant, any Incentive Stock Option granted under
the Plan pursuant to Section 422 of the Code. The foregoing notwithstanding, any
Award that fails to be an ISO shall remain outstanding according to its terms
and shall be treated by the Company as a Non-Qualified Stock
Option.

     

    (b) The option price per share of
Common Stock purchasable under an Incentive Stock Option shall not be less than
100% of the Fair Market Value of the Common Stock on the date of grant. If the
Participant owns or is deemed to own (by reason of the attribution rules
applicable under Section 424(d) of the Code) more than 10% of the combined
voting power of all classes of stock of the Company or any subsidiary or parent
corporation of the Company and an Incentive Stock Option is granted to such
Participant, the option price shall be not less than 110% of Fair Market Value
of the Common Stock on the date of grant.

     

    
      
        
        

      

      
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    (c) No Incentive Stock Option shall
be exercisable more than ten (10) years after the date such option is granted.
If a Participant owns or is deemed to own (by reason of the attribution rules of
Section 424(d) of the Code) more than 10% of the total combined voting power of
all classes of stock of the Company or any subsidiary or parent corporation of
the Company and an Incentive Stock Option is granted to such Participant, such
Option shall not be exercisable after the expiration of five (5) years from the
date of grant.

     

    (d) Unless otherwise determined by
the Board at the time of grant, in the event a Participant’s employment
terminates by reason of Retirement or Disability, any Incentive Stock Option
granted to such Participant which is then outstanding may be exercised at any
time prior to the expiration of the term of such Incentive Stock Option or
within three (3) months in the case of Retirement and twelve (12) months in case
of Disability (or such shorter period as the Board shall determine at the time
of grant) following the Participant’s termination of employment, whichever
period is shorter.

     

    (e) Unless otherwise determined by
the Board at the time of grant, in the event a Participant’s employment is
terminated by reason of death, any Incentive Stock Option granted to such
Participant which is then outstanding may be exercised by the Participant’s
legal representative at any time prior to the expiration date of the term of the
Incentive Stock Option or within twelve (12) months (or such shorter period as
the Board shall determine at the time of grant) following the Participant’s
termination of employment, whichever period is shorter.

     

    (f) Unless otherwise determined by
the Board at or after the time of grant, in the event a Participant’s employment
shall terminate for Cause, any Incentive Stock Option granted to such
Participant which is then outstanding shall be canceled and shall
terminate.

     

    (g) Unless otherwise determined by
the Board at or after the time of grant, in the event that a Participant’s
employment shall terminate for any reason other than death, Disability,
Retirement or Cause, any Incentive Stock Option granted to such Participant
which is then outstanding may be exercised as set forth in the applicable Award
Agreement. In the absence of a specific term, any Incentive Stock Option
outstanding upon such termination of employment may be exercised at any time
prior to the expiration of the term of such option or within three months
following Participant’s termination of employment, whichever period is
shorter.

     

    (h) The aggregate Fair Market Value
of Common Shares first becoming subject to exercise as an Incentive Stock Option
by a Participant who is an employee during any given calendar year shall not
exceed the sum of One Hundred Thousand Dollars ($100,000.00). Such aggregate
Fair market Value shall be determined as of the date such Option is
granted.

     

    
      
        
        

      

      
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      Section 7. Non-Qualified Stock
Options

    

     

    (a) Subject to the provisions of
the Plan, the Board may grant Non-Qualified Stock Options and determine the
number of shares to be covered by each such Option, the option price therefor,
the term of such Option, the vesting schedule and the other conditions and
limitations applicable to the exercise of the Non-Qualified Stock
Options.

     

    (b) The option price per share of
Common Stock purchasable under a Non-Qualified Stock Option shall not be less
than 100% of the Fair Market Value of the Common Stock on the date of
grant.

     

    (c) No Non-Qualified Stock Option
shall be exercisable more than ten (10) years after the date such option is
granted.

     

    (d) Unless otherwise determined by
the Board at the time of grant, in the event a Participant’s employment or
engagement by the Company or membership on the Board terminates by reason of
Retirement or Disability, any Non-Qualified Stock Option granted to such
Participant which is then outstanding may be exercised at any time prior to the
expiration of the term of such Non-Qualified Stock Option or within three (3)
months in the case of Retirement and twelve (12) months in case of Disability
following the Participant’s termination of employment, engagement, or service,
whichever period is shorter.

     

    (e) Unless otherwise determined by
the Board at the time of grant, in the event a Participant’s employment or
engagement by the Company or membership on the Board is terminated by reason of
death, any Non-Qualified Stock Option granted to such Participant which is then
outstanding may be exercised by the Participant’s legal representative at any
time prior to the expiration date of the term of the Non-Qualified Stock Option
or within twelve (12) months following the Participant’s termination of
employment, whichever period is shorter.

     

    (f) Unless otherwise determined by
the Board at or after the time of grant, in the event a Participant’s employment
or engagement by the Company or membership on the Board shall terminate for
Cause, any Non-Qualified Stock Option granted to such Participant which is then
outstanding shall be canceled and shall terminate.

     

    (g) Unless otherwise determined by
the Board at or after the time of grant, in the event a Participant’s employment
or engagement by the Company or membership on the Board shall terminate for any
reason other than death, Disability, Retirement or Cause, any Non-Qualified
Stock Option granted to such Participant which is then outstanding may be
exercised at any time prior to the expiration of the term of such Option or
within three (3) months following Participant’s termination, whichever period is
shorter.

     

    
      Section 8. Restricted Stock
Units

    

    


    (a)  Subject to the provisions
of the Plan, the Board may grant Awards of Restricted Stock Units and determine
the number of shares to be covered by each such Award, the Restriction Period,
the applicable Performance Goals, whether the Award is payable in cash or shares
of Common Stock, and other conditions and limitations applicable to such
Awards.

     

    
      
        
        

      

      
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    (b)  Unless otherwise provided
in the applicable Award Agreement, during the Restriction Period, the
Participant shall not have any rights as a shareholder with respect to any
shares of Common Stock underlying the Restricted Stock
Units.

    


    (c)  The Board may condition
the expiration of the Restriction Period upon: (i) the Participant’s continued
service over a period of time with the Company, its subsidiaries or its
affiliates, (ii) the achievement of any other Performance Goals set by the
Board, or (iii) any combination of the above conditions, as specified in the
Award Agreement.  If the specified conditions are not attained, the
Participant shall forfeit the Award, or portion of the Award with respect to
which those conditions are not attained, and the Award (including the underlying
Common Stock) shall be forfeited.  Notwithstanding any provision
contained herein to the contrary, the Board, in its sole discretion, may grant
Restricted Stock Units that are not subject to any Restriction
Period.

    


    (d)  At the end of the
Restriction Period, if all applicable conditions have been satisfied, the
Participant shall be entitled to receive a share of Common Stock for each share
underlying the Restricted Stock Unit Award that is then free from restriction,
or cash equal to the Fair Market Value of such shares of Common Stock, and such
shares or cash shall be delivered to the Participant (or, where appropriate, the
Participant’s legal representative).  The Board may, in its sole
discretion, accelerate the vesting and delivery of Restricted Stock Units under
circumstances determined by the Board to be appropriate.

    


    (e)  The applicable Award
Agreement shall specify the right, if any, of a Participant to receive a
distribution of the Restricted Stock Unit Award as a result of, or following,
the Participant’s termination of employment or engagement by the Company or
membership on the Board.

    


    Section
9. Change in Control

    


    (a)  In
the event of a Change in Control, the Board may, on a Participant-by-Participant
basis or on a broader Plan basis, take such action as the Board, in its sole
discretion determines with respect to outstanding Awards.  Such action
by the Committee may include, without limitation, any one or more of the
following:

     

    (i)           accelerate
the vesting of outstanding Awards issued under the Plan that remain
unvested;

     

    (ii)          fully
vest and/or accelerate the Restriction Period of any Awards;

     

    (iii)         terminate
or cancel Awards in exchange for cash payments and/or provide limited
opportunities to exercise such Awards prior to the effectiveness of such
termination or cancellation;

     

    
      
        
        

      

      
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    (iv)         require
that Awards be assumed by the successor entity, or that awards for shares or
other interests in the successor entity having equivalent value be substituted
for such Awards; or

     

    (v)          take
such other action as the Board shall determine to be reasonable under the
circumstances in order to retain the original intent of the Awards.

     

    The
application of the foregoing provisions shall be determined by the Board in its
sole discretion.  Any adjustment may provide for the elimination of
fractional shares of Common Stock in exchange for a cash payment equal to the
Fair Market Value of the eliminated fractional shares of Common
Stock.  Notwithstanding the foregoing provisions, the time for payment
of any Award shall not be accelerated, and the exercisability of an Award shall
not be extended to the extent such acceleration or extension would be contrary
to the requirements of Section 409A of the Code, or result in the imposition of
taxation and/or penalties under Section 409A of the Code.

     

    (b) The
judgment of the Board with respect to any matter referred to in this Section 9
shall be conclusive and binding upon each Participant without the need for any
amendment to the Plan.

     

    
       
Section 10. General Provisions
Applicable to Awards

    

    


    (a) Each Award under the Plan shall
be evidenced by an Award Agreement delivered to the Participant specifying the
terms and conditions thereof and containing such other terms and conditions not
inconsistent with the provisions of the Plan as the Board considers necessary or
advisable to achieve the purposes of the Plan and/or to comply with applicable
tax and regulatory laws and accounting principles. For purposes of Plan
interpretation the terms and conditions contained in any Award Agreement shall
be deemed to have been determined by the Board at the time of
grant.

      

    (b) Each Award may be granted
alone, in addition to or in relation to any other Award. The terms of each Award
need not be identical, and the Board need not treat Participants uniformly.
Except as otherwise provided by the Plan or a particular Award, any
determination with respect to an Award may be made by the Board at the time of
grant or at any time thereafter.

     

    (c) The Board shall determine
whether Awards are settled in whole or in part in cash, Common Stock, other
securities of the Company, or other property, and may, in its discretion, permit
“cashless exercises” and “net exercises” of Options pursuant to such procedures
as may be established by the Board.

     

    (d) No shares shall be delivered
pursuant to any exercise of an Option until payment in full of the option price
therefor is received by the Company. Such payment may be made in whole or in
part in cash or by certified or bank check or, to the extent permitted by the
Board at or after the grant of the Option, (i) by means of a net exercise
pursuant to procedures established by the Board, or (ii) by delivery of shares
of Common Stock owned by the Participant valued at their Fair Market Value on
the date of delivery, or (iii) such other lawful consideration as the Board may
in its sole discretion determine.

     

    
      
        
        

      

      
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    (e) No Award shall be transferable
by the Participant otherwise than (to the extent permitted under the applicable
Award Agreement) by will or by the laws of descent and distribution, and all
Awards shall be exercisable during the Participant’s lifetime only by the
Participant or the Participant’s duly appointed guardian or personal
representative.

     

    (f) The Board may at any time
accelerate the vesting and exercisability or distribution of all or any portion
of any Award, provided that such acceleration does not violate the provisions of
Section 409A of the Code, or result in the imposition of any taxation and/or
penalties under Section 409A of the Code.

     

    (g) The Participant shall pay to
the Company, or make provision satisfactory to the Board for payment of, any
taxes required by law to be withheld in respect of Awards under the Plan no
later than the date of the event creating the tax liability. In the Board’s sole
discretion, a Participant may elect to have such tax obligations paid, in whole
or in part, in shares of Common Stock, including shares retained from the Award
creating the tax obligation. For withholding tax purposes, the value of the
shares of Common Stock shall be the Fair Market Value on the date the
withholding obligation is incurred. The Company may, to the extent permitted by
law, deduct any such tax obligations from any payment of any kind otherwise due
to the Participant.

     

    (h) For purposes of the Plan, the
following events shall not be deemed a termination of employment of a
Participant:

     

    (i)        a transfer to the employment of the
Company from a subsidiary or from the Company to a subsidiary, or from one
subsidiary to another;

     

    (ii)       an approved leave of absence for
military service or sickness, or for any other purpose approved by the Company,
if the Participant’s right to reemployment is guaranteed either by a statute or
by contract or under the policy pursuant to which the leave of absence was
granted or if the Board otherwise so provides in writing; or

      

    (iii)      unless provided otherwise by the Board,
a transfer to the employment of an entity in connection with the purchase by
such entity of substantially all of the assets of a business conducted by the
Company or any subsidiary.

     

    Subject to clause (iii) of this
paragraph (h), employees of a subsidiary of the Company shall be deemed to have
terminated their employment on the date on which such subsidiary ceases to be a
subsidiary of the Company.

     

    
      
        
        

      

      
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      Section 11. Effective Date, Termination
and Amendment

    

    


    (a)  The Plan is effective on
September 7, 2010, the date the Plan was finalized by the Company after approval
by the Board on June 22, 2010, contingent, however, on approval of the Plan by
the Company’s shareholders within 12 months of such date.  No Award
shall be granted under the Plan after the close of business on the day
immediately preceding the tenth anniversary of the effective date of the
Plan.  Subject to other applicable provisions of the Plan, all Awards
made under the Plan prior to such termination of the Plan shall remain in effect
until such Awards have been satisfied or terminated in accordance with the Plan
and the terms of such Awards.

     

    (b)  The Board shall have the
power to amend, suspend or terminate the Plan at any time, provided that any
such termination of the Plan shall not affect Awards outstanding under the Plan
at the time of termination.  Notwithstanding the foregoing, an
amendment will be contingent on approval of the Company’s shareholders, to the
extent required by law or by the rules of any stock exchange on which the
Company’s securities are traded or if the amendment would (i) increase the
benefits accruing to Participants under the Plan, (ii) increase the
aggregate number of shares of Common Stock that may be issued under the Plan, or
(iii) modify the requirements as to eligibility for participation in the
Plan.

     

    (c)  The Board may amend any
outstanding Award in whole or in part from time to time.  Any such
amendment which the Board determines, in its sole discretion, to be necessary or
appropriate to conform the Award to, or otherwise satisfy, any legal requirement
(including without limitation the provisions of Code sections 162(m) or 409A or
the regulations or rulings promulgated thereunder), may be made retroactively or
prospectively and without the approval or consent of the
Participant.  Additionally, the Board may, without the approval or
consent of the Participant, make adjustments in the terms and conditions of an
Award in recognition of unusual or nonrecurring events affecting the Company or
the financial statements of the Company in order to prevent the dilution or
enlargement of the benefits intended to be made available pursuant to the
Award.  In addition to the foregoing, the Board may amend, modify or terminate
any outstanding Award held by a Participant, including substituting therefor
another Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Non-Qualified Stock
Option, provided that the Participant’s consent to each action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the
Participant.  Except in connection with a corporate transaction
involving the Company (including without limitation, any stock dividend, stock
split, extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination, or exchange of shares),
the terms of outstanding Awards may not be amended to reduce the
exercise price of
outstanding Options or cancel outstanding Options in exchange for cash, other
Awards or Options with an exercise price that is less than the exercise price of
the original Option without stockholder approval.

     

    
      Section 12.
Miscellaneous

    

     

    (a) No person shall have any claim
or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment. The Company
expressly reserves the right at any time to dismiss a Participant free from any
liability or claim under the Plan, except as expressly provided in the
applicable Award Agreement.

     

    
      
        
        

      

      
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    (b) The Board may postpone any grant,
exercise, vesting or payment of an Award for such time as the Committee in its
sole discretion may deem necessary in order to permit the
Company:  (i) to effect, amend or maintain any necessary registration
of the Plan or the shares of Common Stock issuable pursuant to the Award under
applicable securities laws; (ii) to take any action in order to (A) list such
shares of Common Stock or other shares of stock of the Company on a stock
exchange if shares of Common Stock or other shares of stock of the Company are
not then listed on such exchange, or (B) comply with restrictions or regulations
incident to the maintenance of a public market for its shares of Common Stock or
other shares of stock of the Company, including any rules or regulations of any
stock exchange on which the shares of Common Stock or other shares of stock of
the Company are listed; (iii) to determine that such shares of Common Stock in
the Plan are exempt from such registration or that no action of the kind
referred to in (ii)(B) above needs to be taken; (iv) to comply with any other
applicable law, including without limitation, securities and tax laws; or (v) to
otherwise comply with any prohibition on such acts or payments during any
applicable blackout period.  Additionally, the granting, exercise,
vesting or payment of an Award shall be postponed during any period that the
Company or any affiliate is prohibited from doing or permitting any of such acts
under applicable law, including without limitation, during the course of an
investigation of the Company or any affiliate, or under any contract, loan
agreement or covenant or other agreement to which the Company or any affiliate
is a party.  The Company shall not be obligated by virtue of any terms
and conditions of any Award Agreement or any provision of the Plan to recognize
the grant, exercise, vesting or payment of an Award or to grant, sell or issue
shares of Common Stock or make any such payments in violation of any law,
including any securities or tax laws, or the laws of any government having
jurisdiction thereof or any of the provisions hereof.  Any such
postponement shall not extend the term of the Award, and neither the Company nor
its directors and officers nor the Committee shall have any obligation or
liability to any Participant or to any other person with respect to shares of
Common Stock or payments as to which the Award shall lapse because of such
postponement. 

    


    (c) Nothing contained in the Plan shall
prevent the Company from adopting other or additional compensation arrangements
for its employees.

     

    (d) Subject to the provisions of
the applicable Award, no Participant shall have any rights as a shareholder with
respect to any shares of Common Stock to be distributed under the Plan until he
or she becomes the holder thereof.

    


    (e) Nothing contained in this Plan, nor
any Award granted pursuant to this Plan nor any Award Agreement, shall
constitute or create any employment or other relationship, or confer upon any
Participant any right to continued employment or service with the Company or any
subsidiary or affiliate, nor interfere in any way with the right of the Company,
a subsidiary or an affiliate to terminate the employment or service of any
Participant at any time.

    


    (f) Nothing contained in this Plan, and
no action taken pursuant to the provisions of the Plan, shall create or shall be
construed to create a trust of any kind, or a fiduciary relationship between the
Committee, the Company or its subsidiaries or affiliates, or their officers or
other representatives or the Board, on the one hand, and the Participant, the
Company, its subsidiaries or affiliates or any other person or entity, on the
other.

     

    
      
        
        

      

      
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    (g) Notwithstanding anything to the
contrary expressed in this Plan, any provisions hereof that vary from or
conflict with any applicable Federal or State securities laws (including any
regulations promulgated thereunder) shall be deemed to be modified to conform to
and comply with such laws.

     

    (h) No member of the Board shall be
liable for any action or determination taken or granted in good faith with
respect to this Plan nor shall any member of the Board be liable for any
agreement issued pursuant to this Plan or any grants under it. Each member of
the Board shall be indemnified by the Company against any losses incurred in
such administration of the Plan, unless his action constitutes willful
misconduct.

     

    (i) To the extent that State laws
shall not have been preempted by any laws of the United States, the Plan shall
be construed, regulated, interpreted and administered according to the other
laws of the State of New Jersey.

     

    (j) Awards may be granted to
employees of the Company who are foreign nationals or employed outside the
United States, or both, on such terms and conditions different from those
specified in the Plan as may, in the judgment of the Board, be necessary or
desirable in order to recognize differences in local law or tax policy. The
Board may also impose conditions on the exercise or vesting of Awards in order
to minimize the Company’s obligation with respect to tax equalization for
employees on assignments outside their home country.

     

    Executed
effective as of September 7, 2010.

     

    
       

      
        	 	

                MEASUREMENT SPECIALTIES,
      INC.

                


                 

                By:  /s/ Mark
      Thomson                             
      

                 

                Title:  Chief Financial
      Officer                   
      

              


      

       

    

     

    
      
        
        

      

      
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